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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
9 Months Ended
Sep. 30, 2011
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT 
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

 

NOTE G — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On March 21, 2011, we disclosed that on March 20, 2011, the Company and Dawson Geophysical Company, a Texas corporation, and 6446 Acquisition Corp., a Texas corporation and a wholly-owned subsidiary of Dawson, entered into an Agreement and Plan of Merger pursuant to which 6446 Acquisition would merge with and into the Company, with the Company continuing after the merger as the surviving entity and a wholly-owned subsidiary of Dawson.

 

Under the terms of the merger agreement, so long as, two business days prior to the earlier of (1) a meeting of the Company’s shareholders or (2) a special meeting of Dawson’s shareholders, the Average Price (as described below) of Dawson’s common stock is equal to or greater than $32.54 but less than or equal to $52.54, at the effective time of the merger each issued and outstanding common share of the Company (other than common shares owned by the Company, any wholly-owned subsidiary of the Company, Dawson, or 6446 Acquisition) would be automatically converted into the right to receive 0.188 shares of Dawson common stock.  If the Average Price was not within the parameters outlined above, the Company and Dawson would seek, in good faith to negotiate a new exchange ratio acceptable to both parties, but subject to each party’s right to terminate the merger agreement if the Company and Dawson were not able to agree on a new exchange ratio within two business days after the second business day prior to the earlier of (1) a meeting of the Company’s shareholders or (2) a special meeting of Dawson’s shareholders.  The “Average Price” means the average of the volume weighted average of the trading price of Dawson common stock for the 10 consecutive trading days ending on the trading day that is two business days prior to the earlier of (1) a meeting of the Company’s shareholders or (2) a special meeting of Dawson’s shareholders.

 

The Company’s Articles of Incorporation provide that a merger transaction must be approved by the holders of at least 80% of the Company’s outstanding common stock.

 

The Company held a meeting of its shareholders on October 27, 2011. However, two business days prior to October 27, 2011, the Average Price of Dawson’s common stock was below $32.54. As required by the merger agreement, the Company and Dawson negotiated in good faith on October 26 and October 27, 2011, to try to agree to a new exchange ratio acceptable to both parties. However, those negotiations were not successful and, on October 27, 2011, the Company provided Dawson with a written notification of termination of the merger agreement based on both of the following: (1) the inability of the parties to negotiate a new exchange ratio acceptable to both parties; and (2) holders of 80% of the Company’s outstanding common stock on August 29, 2011, the record date, did not approve the merger agreement.