This securities class action alleges that Dawson Geophysical Company (DWSN), its board, and TGC, Inc. breached their duties in connection with their attempt to consummate a merger pursuant to an unfair process and for an unfair price. The complaint alleges that the merger agreement includes an unfair share-replacement arrangement and a misleading S-4 filing.
According to the merger agreement, prior to completion of the merger, each holder of shares of Dawson common stock will be entitled to receive 1.760 shares of TGC common stock for each share of Dawson common stock owned, after giving effect to the proposed 1 for 3 reverse stock split to be effectuated by TGC, as well as cash payable in lieu of fractional shares pursuant to the terms of the merger agreement.
In addition, the complaint alleges that the S-4 filed with the SEC and disseminated in connection with the shareholder vote on the merger contains false and misleading statements that are material to shareholders, who are expected to rely upon the S-4 to determine whether to approve the Proposed Transaction. The S-4 omits a number of material facts necessary to make statements made therein not false and misleading, including the events leading to the merger agreement, the analyses conducted by the board's financial advisor, and Dawson's prospective financial information.
This case was voluntarily dismissed on or around March 16, 2015.Article Type: Lawsuit