HOUSTON, Nov. 20, 2019 /PRNewswire/ -- Callon Petroleum
Company (NYSE: CPE) ("Callon" or the "Company") and Carrizo Oil
& Gas, Inc. (NASDAQ: CRZO) ("Carrizo") today announced that
proxy advisory firm Institutional Shareholder Services ("ISS"),
upon review of Callon's revised offer, now recommends that Callon
shareholders vote "FOR" the acquisition of Carrizo and
related proposals, as put forth in the proxy supplement filed on
November 18, 2019. Additionally, ISS
maintained its recommendation that Carrizo common shareholders vote
"FOR" the acquisition by Callon.
In its updated report regarding Callon, dated November 19, 2019, ISS stated, "Given the
material improvement in terms, along with the strategic rationale
for the merger, as noted in our original analysis, support FOR the
transaction is now warranted."1
Joe Gatto, President and Chief
Executive Officer of Callon, stated, "We are pleased that ISS
recognizes the strategic merits and financial benefits of the
transaction with Carrizo and supports our Board's unanimous
recommendation that shareholders vote 'FOR' the transaction.
Combining with Carrizo will accelerate our strategy and strengthen
Callon's positioning in the evolving industry landscape, creating a
leading oil and gas company with scaled development operations
poised to deliver durable free cash flow generation through
commodity price volatility. We strongly urge all Callon
shareholders to follow the recommendation of ISS and vote 'FOR' the
amended merger agreement with Carrizo and related proposals."
Callon and Carrizo expect that the transaction will close during
the fourth quarter of 2019, subject to approval by shareholders of
both companies and other customary closing conditions.
Callon Special Meeting of Shareholders
The Special Meeting of Callon shareholders will be reconvened,
and then adjourned before conducting any business, on December 13, 2019 until 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. All shareholders of record of
Callon common stock as of the close of business on October 7, 2019 will be entitled to vote their
shares either in person or by proxy at the shareholder meeting.
Carrizo Special Meeting of Shareholders
The Special Meeting of Carrizo shareholders will be held 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. All shareholders of
record of Carrizo common stock as of the close of business on
November 29, 2019, will be entitled
to vote their shares either in person or by proxy at the
shareholder meeting. 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.
Each vote is very important, regardless of the number of
shares owned. Your failure to vote your shares of common stock or
your abstention from voting will have the same effect as a vote
"AGAINST" the transaction.
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)
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
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.
About Carrizo
Carrizo 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.
No Offer or Solicitation
Communications herein do not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any 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. Communications herein do
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.
Additional Information and Where to Find It
In connection with the proposed transaction, Callon) has filed,
and the Securities and Exchange Commission (the "SEC") has declared
effective, a registration statement on Form S-4 (the "Registration
Statement"), which contains a joint proxy statement of Callon and
Carrizo that also constitutes a prospectus of Callon. This
communication is not a substitute for the joint proxy
statement/prospectus (or the supplement thereto) or the
Registration Statement or for any other document that Callon or
Carrizo may file with the SEC and/or send to Callon's shareholders
and/or Carrizo's shareholders in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF CALLON AND CARRIZO
ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY
STATEMENT/PROSPECTUS (AND SUPPLEMENT THERETO), AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT
DOCUMENTS FILED BY CALLON AND CARRIZO WITH THE SEC CAREFULLY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT CALLON, CARRIZO AND THE PROPOSED TRANSACTION.
Investors will be able to obtain free copies of the Registration
Statement and joint proxy statement/prospectus (and supplement
thereto), as each may be amended from time to time, and other
relevant documents filed by Callon and Carrizo with the SEC (when
they become available) through the website maintained by the SEC at
www.sec.gov. Copies of documents filed with the SEC by Callon will
be available free of charge from Callon's website at www.callon.com
under the "Investors" tab or by contacting Callon's Investor
Relations Department at (281) 589-5200 or IR@callon.com. Copies of
documents filed with the SEC by Carrizo will be available free of
charge from Carrizo's website at www.carrizo.com under the
"Investor Relations" tab or by contacting Carrizo's Investor
Relations Department at (713) 328-1055 or IR@carrizo.com.
Participants in the Proxy Solicitation
Callon, Carrizo 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 Callon's shareholders and Carrizo's
shareholders in connection with the proposed transaction.
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. 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. 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 supplement thereto) 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
transaction, including any statements regarding the expected
timetable for reconvening the shareholder meetings or for
completing the proposed transaction, the results, effects, benefits
and synergies of the proposed transaction, future opportunities for
the combined company, future financial performance and condition,
guidance and any other statements regarding Callon's or Carrizo'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,
failure to obtain the required votes of Callon's shareholders or
Carrizo'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 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 Callon and Carrizo; the effects of the business combination of
Callon and Carrizo, 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 prices; 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 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
www.callon.com under the "Investors" tab, and in other documents
Callon files with the SEC, and 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
www.carrizo.com under the "Investor Relations" tab, and in other
documents Carrizo 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 Callon nor Carrizo 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.
Contact for Callon
Mark
Brewer
Director of Investor Relations
or
Kate Schilling
Investor Relations
Callon Petroleum Company
ir@callon.com
(281) 589-5200
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
1 Permission to use quotations was neither sought nor
obtained.
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SOURCE Callon Petroleum Company