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Baker Botts Advises Dawson in Strategic Business Combination with TGC

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DALLAS, October 9, 2014 -- Dawson Geophysical Company (Dawson) (NASDAQ: DWSN) and TGC Industries, Inc. (TGC) (NASDAQ: TGE) today jointly announced a proposed strategic business combination. Upon consummation of the transaction, current Dawson and TGC shareholders will own approximately 66% and 34% of the combined company, respectively. Closing of the transaction is anticipated during the first calendar quarter of 2015, subject to the approval by holders of 66.67% of the outstanding shares of both TGC and Dawson, as well as certain other closing conditions and regulatory approvals.

The transaction is structured as a tax-free stock-for-stock transaction. Dawson will merge with a TGC subsidiary and become a wholly-owned subsidiary of TGC. TGC will change its name to Dawson Geophysical Company (hereinafter referred to as new Dawson). The new Dawson shares will trade on NASDAQ under the symbol DWSN.

Baker Botts served as legal counsel to Dawson.

Baker Botts Lawyers/Office Involved: Neel Lemon (Partner, Dallas); Chad Burkhardt (Partner, Dallas); Grant Everett (Associate, Dallas); Kevin Douglas (Associate, Dallas); Tara Lancaster (Associate, Dallas); Paul Cuomo (Partner, Washington); Jeff Oliver (Associate, Washington); Eric Winwood (Partner, Dallas); Aileen Hooks (Partner, Austin)

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About Baker Botts L.L.P.
Baker Botts is an international law firm of approximately 700 lawyers practicing throughout a network of 15 offices around the globe. Based on our experience and knowledge of our clients’ industries, we are recognized as a leading firm in the energy, technology and life sciences sectors. Throughout our 174-year history, we have provided creative and effective legal solutions for our clients while demonstrating an unrelenting commitment to excellence. For more information, please visit BakerBotts.com.

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