According to the law firm press release, the complaint alleges that Dawson, the Board and TGC breached their duties, and/or aided and abetted such breaches, in connection with their attempt to consummate the Proposed Transaction pursuant to an unfair process and for an unfair price. In addition, the complaint alleges Dawson and the Board disseminated a false and misleading Registration Statement on Form S-4 (the "S-4") in violation of §14(a) of the 1934 Act and Rule 14a-9 promulgated thereunder in connection with the Proposed Transaction.
On October 8, 2014, Dawson and TGC announced the entry into a definitive agreement (the "Merger Agreement") whereby, 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. Thereafter, on November 6, 2014, defendants caused the S-4 to be filed with the SEC and disseminated in connection with the February 9, 2015 shareholder vote on the Proposed Transaction. The complaint alleges the S-4 contains a number of 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 March 16, 2015.