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Inaccurate Form S-4

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The original plan for Westar Energy, Inc. to merge with Great Plains Energy Incorporated was rejected by the Kansas Corporation Commission. The new proposal for the merger of the two businesses is more complex, involving two transactions and a newly-created company, and the complaint for this class action alleges that crucial information is missing from the companies’ related Form S-4 filings, in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934. Most notable is the omission of standalone projections for the new company to be created by the merger.

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.