Carrizo Oil & Gas, Inc. (NASDAQ: CRZO) and Callon Petroleum
Company (NYSE: CPE) today made announcements regarding the record
dates for their respective reconvened special meetings of
shareholders to consider and vote on matters relating to the
Agreement and Plan of Merger, as amended, by and between Callon and
Carrizo.
Callon and Carrizo also announced that they will file later
today supplemental proxy materials reflecting the amended terms of
the merger agreement with the U.S. Securities and Exchange
Commission (the “SEC”). In addition, Callon announced that it will
file an updated investor presentation later today, which will also
be available on the Investor Relations section of Callon’s website
at https://ir.callon.com/.
As previously announced, on November 14, 2019, each of Carrizo
and Callon convened and then adjourned, before conducting any
business, their respective special meetings to provide their
respective shareholders with time to consider and evaluate the
merger in light of recent developments, including the amendment to
the merger agreement dated as of November 13, 2019.
Carrizo Record Date (Close of Business on November 29,
2019)
The Carrizo special meeting is scheduled to be reconvened to
consider and vote on matters relating to the merger agreement on
December 20, 2019, at 9:00 a.m. Central Time, at Two Allen Center,
The Forum, 1200 Smith Street, 12th Floor, Houston, Texas 77002.
Carrizo has changed the record date from the close of business on
October 7, 2019, to the close of business on November 29, 2019, for
the determination of the holders of Carrizo’s common stock entitled
to receive notice of, and to vote at, the reconvened Carrizo
special meeting or any adjournments or postponements thereof.
Carrizo adjourned the meeting to give its shareholders time to
consider the revised terms of the merger and to allow Carrizo to
solicit new proxies from Carrizo shareholders.
ANY PROXIES PREVIOUSLY SUBMITTED BY CARRIZO SHAREHOLDERS WITH
RESPECT TO THE SPECIAL MEETING CONVENED AND ADJOURNED ON NOVEMBER
14, 2019 WILL NOT BE COUNTED. CARRIZO SHAREHOLDERS MUST SUBMIT A
NEW PROXY IN ORDER FOR THEIR VOTES TO BE COUNTED.
The Carrizo Board recommends that Carrizo’s common shareholders
vote FOR the merger agreement as well as all other proposals set
forth in the proxy materials.
Callon Record Date (Close of Business on October 7,
2019)
Callon intends to reconvene, and then adjourn before conducting
any business, its special meeting on December 13, 2019. The special
meeting will be reconvened to consider and vote on matters relating
to the merger agreement on December 20, 2019, at 9:00 a.m. Central
Time, in the Advice & Counsel meeting room of the Hotel ZaZa,
9787 Katy Freeway, Houston, Texas 77024. The record date for the
reconvened Callon special meeting, or any adjournments or
postponements thereof, remains the close of business on October 7,
2019.
Valid proxies that have already been submitted will continue to
be valid unless properly changed or revoked prior to the vote being
taken at the reconvened Callon special meeting.
The Callon Board reiterates its belief that approving the
Carrizo transaction is in the best interests of all Callon
shareholders and urges all shareholders to vote FOR the proposals
set forth in the proxy materials.
Carrizo Proxy
Information
If you have any questions, need assistance in completing the
proxy card, or need additional copies of the proxy materials,
please call the firm assisting Carrizo with the solicitation of
proxies:
MACKENZIE PARTNERS, INC. TOLL-FREE at (800) 322-2885
Callon Proxy Information
If you have any questions, need assistance in completing the
proxy card, or need additional copies of the proxy materials,
please call the firm assisting Callon with the solicitation of
proxies:
INNISFREE M&A INCORPORATED TOLL-FREE at +1 (888) 750-5834
(From the U.S. or Canada)
About Carrizo
Carrizo Oil & Gas, Inc. is a Houston-based energy company
actively engaged in the exploration, development, and production of
oil and gas from resource plays located in the United States. Our
current operations are principally focused on proven, producing oil
and gas plays in the Eagle Ford Shale in South Texas and the
Permian Basin in West Texas.
About Callon
Callon is an independent energy company focused on the
acquisition and development of unconventional onshore oil and
natural gas reserves in the Permian Basin in West Texas. This news
release is posted on Callon’s website at www.callon.com, and will be archived for
subsequent review under the “News” link on the top of the
homepage.
Additional Information and Where to Find It
This communication is for information purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any proxy, vote or approval
with respect to the proposed transaction or otherwise, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No money, securities or other consideration is being
solicited, and, if sent in response to the information contained
herein, will not be accepted. The information contained herein
should not be considered as a recommendation that any person should
subscribe for or purchase any securities.
This communication shall not constitute a notice of redemption
with respect to or an offer to purchase or sell (or the
solicitation of an offer to purchase or sell) any preferred stock
of Carrizo.
In connection with the proposed transaction, Callon filed a
Registration Statement on Form S-4 on October 4, 2019 (the
“Registration Statement”) with the SEC, that included a joint proxy
statement of Carrizo and Callon, which also constitutes a
prospectus of Callon. The Registration Statement was declared
effective by the SEC on October 9, 2019, and Carrizo and Callon
commenced mailing the definitive proxy statement/prospectus to
their respective shareholders on or about October 11, 2019. This
communication is not a substitute for the joint proxy
statement/prospectus or the Registration Statement or for any other
document that Carrizo or Callon may file with the SEC and/or send
to Carrizo’s shareholders and/or Callon’s shareholders in
connection with the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF CARRIZO AND CALLON ARE URGED TO READ THE REGISTRATION
STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT
DOCUMENTS FILED BY CARRIZO AND CALLON WITH THE SEC CAREFULLY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT CARRIZO, CALLON AND THE PROPOSED TRANSACTION.
Investors can obtain free copies of the Registration Statement
and joint proxy statement/prospectus, as each may be amended from
time to time, and other relevant documents filed by Carrizo and
Callon with the SEC (when they become available) through the
website maintained by the SEC at https://www.sec.gov. Copies of
documents filed with the SEC by Carrizo will be available free of
charge from Carrizo’s website at https://www.carrizo.com or by
contacting Carrizo’s Investor Relations Department at 713-328-1055.
Copies of documents filed with the SEC by Callon will be available
free of charge from Callon’s website at https://www.callon.com or
by contacting Callon’s Investor Relations Department at
281-589-5200.
Participants in the Proxy Solicitation
Carrizo, Callon and their respective directors and certain of
their executive officers and other members of management and
employees may be deemed, under SEC rules, to be participants in the
solicitation of proxies from Carrizo’s and Callon’s shareholders in
connection with the proposed transaction. Information regarding the
executive officers and directors of Carrizo is included in its
definitive proxy statement for its 2019 annual meeting filed with
the SEC on April 2, 2019. Information regarding the executive
officers and directors of Callon is included in its definitive
proxy statement for its 2019 annual meeting filed with the SEC on
March 27, 2019. Additional information regarding the persons who
may be deemed participants and their direct and indirect interests,
by security holdings or otherwise, will be set forth in the
Registration Statement and joint proxy statement/prospectus and
other materials when they are filed with the SEC in connection with
the proposed transaction. Free copies of these documents may be
obtained as described in the paragraphs above.
Cautionary Statement Regarding Forward-Looking
Information
Certain statements in this communication concerning the proposed
business combination between Carrizo and Callon, including any
statements regarding the expected timetable for reconvening the
shareholder meetings, future opportunities for the combined
company, future financial performance and condition, guidance and
any other statements regarding Carrizo’s or Callon’s future
expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance that are not historical
facts are “forward-looking” statements based on assumptions
currently believed to be valid. Forward-looking statements are all
statements other than statements of historical facts. The words
“anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,”
“estimate,” “probable,” “project,” “forecasts,” “predict,”
“outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,”
“may,” “might,” “anticipate,” “likely” “plan,” “positioned,”
“strategy,” and similar expressions or other words of similar
meaning, and the negatives thereof, are intended to identify
forward-looking statements. The forward-looking statements are
intended to be subject to the safe harbor provided by Section 27A
of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934, and the Private Securities Litigation Reform
Act of 1995.
These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially
from those anticipated, including, but not limited to, risk of
litigation, including the results, uncertainties and costs of
litigation, failure to obtain the required votes of Carrizo’s
shareholders or Callon’s shareholders to approve the transaction
and related matters; whether any redemption of Carrizo’s preferred
stock will be necessary or will occur prior to the closing of the
transaction; the risk that a condition to closing of the proposed
transaction may not be satisfied, that either party may terminate
the merger agreement or that the closing of the proposed
transaction might be delayed or not occur at all; potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement of the revised
transaction or completion of the transaction; the diversion of
management time on transaction-related issues; the ultimate timing,
outcome and results of integrating the operations of Carrizo and
Callon; the effects of the business combination of Carrizo and
Callon, including the combined company’s future financial
condition, results of operations, strategy and plans; the ability
of the combined company to realize anticipated synergies and other
benefits in the timeframe expected or at all; changes in capital
markets and the ability of the combined company to finance
operations in the manner expected; regulatory approval of the
transaction; the effects of commodity price changes; and the risks
of oil and gas activities. Expectations regarding business outlook,
including changes in revenue, pricing, capital expenditures, cash
flow generation, strategies for our operations, oil and natural gas
market conditions, legal, economic and regulatory conditions, and
environmental matters are only forecasts regarding these
matters.
Additional factors that could cause results to differ materially
from those described above can be found in Carrizo’s Annual Report
on Form 10-K for the year ended December 31, 2018 and in its
subsequent Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2019, June 30, 2019 and September 30, 2019, each of which
is on file with the SEC and available from Carrizo’s website at
https://www.carrizo.com and in other documents Carrizo files with
the SEC, and in Callon’s Annual Report on Form 10-K for the year
ended December 31, 2018 and in its subsequent Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and
September 30, 2019, each of which is on file with the SEC and
available from Callon’s website at https://www.callon.com and in
other documents Callon files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither Carrizo nor Callon assumes any obligation to update
forward-looking statements to reflect circumstances or events that
occur after the date the forward-looking statements were made or to
reflect the occurrence of unanticipated events except as required
by federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191118005299/en/
Contact for Carrizo Jeffrey P. Hayden, CFA Vice President
- Financial Planning and Analysis (713) 328-1044 or Kim
Pinyopusarerk Manager - Investor Relations (713) 358-6430
Contact for Callon Mark Brewer Director of Investor
Relations or Kate Schilling Investor Relations Callon Petroleum
Company ir@callon.com (281) 589-5200
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