Robbins Umeda LLP Is Investigating TGC Industries, Inc. Acquisition for Shareholders
Robbins Umeda LLP, a shareholder rights litigation firm, is investigating possible breaches of fiduciary duty and other violations of state law by members of the board of directors of TGC Industries, Inc. (NASDAQ: TGE) in connection with their efforts to sell TGC to Dawson Geophysical Company (NASDAQ: DWSN).
If you own stock in TGC and would like more information about your rights as a shareholder, please contact attorney Gregory E. Del Gaizo at 800-350-6003 or by e-mail at firstname.lastname@example.org. Those who inquire by e-mail are encouraged to include their mailing address and telephone number.
On March 21, 2011, TGC announced it has entered into a definitive merger agreement under which Dawson will acquire all of the outstanding shares of TGC in a stock-for-stock transaction valued at approximately $157 million. If the deal closes, TGC shareholders will receive a fixed exchange ratio of 0.188 shares of Dawson stock for every one share of TGC stock they hold. This represents an implied value of approximately $8.00 per TGC share, based on the closing stock price for Dawson and TGC on Friday, March 18, 2011. The transaction is expected to be completed by late second quarter or early third quarter of 2011.
The investigation is focused on whether TGC’s board of directors undertook a fair process to obtain maximum value for TGC shareholders. Notably, on February 28, 2011, TGC reported strong fourth quarter results that handily beat analyst expectations. Additionally, the merger agreement contains a termination fee over $2.3 million, which TGC will have to pay under certain circumstances, such as the board of directors agreeing to a higher offer.