Item 1.01. Entry Into Material Definitive Agreements.
Amendment to Agreement and Plan of Merger
On
"If, immediately prior to the expiration of the initial 20 Business Day period that the Offer is open, the number of Shares tendered in the Offer, together with the Shares then owned by Parent, Merger Sub and any other Affiliate or direct or indirect wholly-owned Subsidiary of Parent, represents at least 65% but less than 80% of the Shares then outstanding, then Merger Sub shall extend the Offer for one 10 Business Day extension, one successive 14 Business Day extension and one successive four Business Day extension in an effort to reach the 80% Minimum Condition."
All other terms of the Merger Agreement, which was previously filed by the
Company as Exhibit 2.1 to the Company's Current Report on Form 8-K
on
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements, including statements
regarding the expected consummation of the acquisition, which involve a number
of risks and uncertainties, including the satisfaction of closing conditions for
the acquisition (such as the tender of at least 80% of the outstanding shares of
capital stock of the Company in order to close the tender offer, and approval of
at least 80% of the outstanding shares of the capital stock of the Company in
order to consummate the second step merger); the possibility that the
transaction will not be completed; the impact of general economic, industry,
market or political conditions; dependence upon energy industry spending;
changes in exploration and production spending by our customers and changes in
the level of oil and natural gas exploration and development; the results of
operations and financial condition of our customers, particularly during
extended periods of low prices for crude oil and natural gas; the volatility of
oil and natural gas prices; changes in economic conditions; the severity and
duration of the COVID-19 pandemic, related economic repercussions and the
resulting negative impact on demand for oil and gas; surpluses in the supply of
oil and the ability of OPEC+ to agree on and comply with supply limitations; the
duration and magnitude of the unprecedented disruption in the oil and gas
industry currently resulting from the impact of the foregoing factors, which is
negatively impacting our business; the potential for contract delays; reductions
or cancellations of service contracts; limited number of customers; credit risk
related to our customers; reduced utilization; high fixed costs of operations
and high capital requirements; operational challenges relating to the COVID-19
pandemic and efforts to mitigate the spread of the virus, including logistical
challenges, protecting the health and well-being of our employees and remote
work arrangements; industry competition; external factors affecting the
Company's crews such as weather interruptions and inability to obtain land
access rights of way; whether the Company enters into turnkey or day rate
contracts; crew productivity; the availability of capital resources; and
disruptions in the global economy; and the other risks and uncertainties
identified in Dawson's public filings, including Dawson's Annual Report on
Form 10-K for the year ended
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This Current Report on Form 8-K is neither an offer to purchase nor a
solicitation of an offer to sell any shares of the common stock of Dawson or any
other securities. On
In addition to the Offer to Purchase, the related Letter of Transmittal and
certain other tender offer documents, as well as the Solicitation/Recommendation
Statement, the Company files annual, quarterly and current reports and other
information with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.
EXHIBIT NUMBER DESCRIPTION 2.1 - Amendment No. 2 to Agreement and Plan of Merger, dated December January 4, 2022, by and between the Company, Wilks, LLC and WB Acquisitions Inc. 104 - Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101.
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