Contango and Crimson Announce Effectiveness of Registration Statement on Form S-4 and Schedule Special Shareholder Meetings
23 Agosto 2013 - 7:56PM
Business Wire
Contango Oil & Gas Company (NYSE MKT: MCF) and Crimson
Exploration Inc. (NasdaqGM: CXPO) jointly announced today that the
registration statement on Form S-4 and related joint proxy
statement regarding their proposed merger has been declared
effective by the Securities and Exchange Commission (the “SEC”).
Each company will hold a special meeting on Tuesday,
October 1, 2013, to approve matters relating to the proposed
merger between the two companies.
Shareholders of record at the close of business on
August 20, 2013 will be mailed the joint proxy statement in
connection with the proposed merger and will be entitled to vote at
the respective company’s special shareholder meeting. The joint
proxy statement will be mailed to shareholders of both companies on
or about August 26, 2013.
The parties currently expect to complete the merger promptly
following approval by the Crimson and Contango shareholders,
subject to customary closing conditions.
Contango shareholders are invited to attend its special meeting
at 3700 Buffalo Speedway, Second Floor, Houston, Texas 77098 on
October 1 at 9:30 a.m., local time.
Crimson shareholders are invited to attend its special meeting
at its offices at 717 Texas Avenue, Suite 2900, Houston, TX,
77002 on October 1 at 9:30 a.m., local time.
About Contango
Contango is a Houston-based, independent natural gas and oil
company. Contango’s business is to explore, develop, produce and
acquire natural gas and oil properties onshore and offshore in the
shallow waters of the Gulf of Mexico. Additional information can be
found on its web page at www.contango.com.
About Crimson
Crimson is a Houston, Texas based independent energy company
engaged in the exploitation, exploration, development and
acquisition of crude oil and natural gas, primarily in the onshore
Gulf Coast regions of the United States. Additional information on
Crimson is available on Crimson’s website at
www.crimsonexploration.com.
Forward-Looking Statements
This press release contains forward-looking statements
concerning the proposed transaction between Contango and Crimson,
the expected timetable for completing the proposed transaction, its
financial and business impact, management’s beliefs and objectives
with respect thereto, and management’s current expectations for
future operating and financial performance. Forward-looking
statements are all statements other than statements of historical
facts, which may be identified by words such as “believes,”
“expects,” “anticipates,” “estimates,” “projects,” “intends,”
“should,” “seeks,” “future,” “continue,” or the negatives of such
terms, or other comparable terminology. In addition,
forward-looking statements are subject to risks, uncertainties,
assumptions and other factors that are difficult to predict and
that could cause actual results to vary materially from those
expressed in or indicated by them. Factors that could cause actual
results to differ materially include, but are not limited to: (1)
the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement, dated
as of April 29, 2013 between Contango and Crimson (the “Merger
Agreement”); (2) the outcome of any legal proceedings that may be
instituted against Contango or Crimson and others following
announcement of the Merger Agreement; (3) the inability to complete
the merger transaction between Contango and Crimson (the “Merger”)
due to the failure to satisfy the conditions to the Merger,
including obtaining the affirmative vote of at least a majority of
the votes cast by the holders of Contango’s outstanding shares of
common stock entitled to vote on the approval of issuance of shares
of Contango common stock and at least a majority of the votes cast
by the holders of Crimson’s outstanding shares of common stock
entitled to vote on the adoption of the merger agreement; (4) risks
that the proposed transaction disrupts current plans and operations
and potential difficulties in employee and customer retention as a
result of the Merger; (5) the ability to recognize the benefits of
the Merger; (6) legislative, regulatory and economic developments;
and (7) other factors described in Contango’s and Crimson’s filings
with the SEC. Many of the factors that will determine the outcome
of the subject matter of this filing are beyond the ability of
Contango or Crimson to control or predict. Neither Contango nor
Crimson can give any assurance that the conditions to the Merger
will be satisfied. Except as required by law, neither Contango nor
Crimson undertakes any obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise. Each of Contango and Crimson disclaims any
responsibility for updating the information contained in this
filing beyond the published date, or for changes made to this
document by wire services or Internet service providers.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. The proposed Merger will be submitted to the
stockholders of both companies for their consideration. Contango
filed with the SEC a registration statement on Form S-4 that
constitutes a preliminary prospectus of Contango that also includes
a joint proxy statement for each of Contango and Crimson. The
registration statement was declared effective by the SEC on August
22, 2013. INVESTORS AND SECURITY HOLDERS OF CONTANGO, CRIMSON AND
OTHER INVESTORS ARE ADVISED TO READ THE PROSPECTUS AND PROXY
STATEMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
BECAUSE THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER. The definitive joint proxy statements and
prospectus will be mailed to stockholders of Contango and of
Crimson on or about August 26, 2013. Investors and security holders
may obtain a free copy of the definitive joint proxy statement and
prospectus and other documents filed by Contango and Crimson with
the SEC, at the SEC’s web site at http://www.sec.gov. You may also
obtain these documents by contacting Contango’s Investor Relations
department at 713.960.1901, or at www.contango.com/merger or by
contacting Crimson’s Investor Relations department at 713.236.7571
or www.crimsonexploration.com/merger.
Participants in Solicitation
Contango and Crimson and their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. Information about Contango’s
directors and executive officers is available in Contango’s proxy
statement dated October 12, 2012, for its 2012 Annual Meeting of
Stockholders. Information about Crimson’s directors and executive
officers is available in Crimson’s proxy statement dated April 3,
2013 for its 2013 Annual Meeting of Stockholders. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, is contained in the definitive joint proxy
statement/prospectus described above. Investors should read the
definitive proxy statement/prospectus carefully before making any
voting or investment decisions. You may obtain free copies of these
documents from Contango or Crimson using the sources indicated
above.
Contango Oil & Gas CompanySergio Castro, (713) 960-19013700
Buffalo Speedway, Suite 960Houston, Texas
77098www.contango.comorCrimson Exploration Inc.E. Joseph Grady,
(713) 234-7400717 Texas Avenue, Suite 2900Houston, Texas
77002www.crimsonexploration.com
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