HOUSTON, Oct. 1, 2024
/PRNewswire/ -- Talos Energy Inc. ("Talos" or the "Company") (NYSE:
TALO) today announced that its Board of Directors has adopted a
limited duration stockholder rights plan (the "Rights Plan"). The
Rights Plan is effective immediately and will expire on
October 1, 2025, unless approved by
Talos stockholders at the Company's next Annual Meeting. The Board
may consider an earlier termination of the Rights Plan if
circumstances warrant.
The Board, in consultation with its independent advisors,
adopted the Rights Plan solely in response to the continued
accumulation of approximately 24% of shares of Talos common stock
by Control Empresarial De Capitales ("Control Empresarial") as
disclosed in its most recent Form 4 filed with the U.S. Securities
and Exchange Commission (the "SEC") on September 27, 2024. Control Empresarial has been
an important and supportive Talos stockholder and the Company will
continue to maintain an active and constructive dialogue with
Control Empresarial.
"We have every intent to continue working constructively with
Control Empresarial. The Board welcomes long-term investors.
Consistent with its fiduciary duties, the Board determined that
based on the current circumstances, it was in Talos stockholders'
best interest to adopt a rights plan to protect the long-term
interests of all Talos stockholders," said Neal P. Goldman, Chair of the Board of
Directors.
The Rights Plan is similar to those adopted by other publicly
traded companies and is intended to enable all Talos stockholders
to realize the long-term value of their investment and protect
Talos from any future efforts to obtain control of the Company that
are inconsistent with the best interests of its stockholders.
The Rights Plan reduces the likelihood that any person or group
gains future control of the Company through open market
accumulation, or other tactics potentially disadvantaging the
interests of all stockholders, without paying all stockholders an
appropriate control premium or providing the Company's Board of
Directors sufficient time to make informed decisions in the best
interest of all stockholders. The Rights Plan is not intended to
deter offers that are fair and otherwise in the best interests of
the Company's stockholders, and does not prevent the Board of
Directors from considering any proposal.
Pursuant to the Rights Plan, the Company's Board of Directors is
issuing one right for each current share of common stock
outstanding. Initially, these rights will not be exercisable and
will trade with the shares of the Company's common stock. Under the
Rights Plan, the rights will generally become exercisable if a
person or group acquires beneficial ownership, as defined in the
Rights Plan, of 25% or more of the Company's common stock in a
transaction not approved by the Company's Board of Directors. If
any person or group is the beneficial owner of 25% or more of
common shares outstanding as of or prior to the announcement of the
adoption of the Rights Plan, then the rights will not be
exercisable until that person or group acquires one or more
additional shares (unless upon becoming the beneficial owner of
such additional shares, such person is not then the beneficial
owner of 25% or more of the shares outstanding).
If the rights become exercisable, each holder of a right (other
than the acquiring person or group, whose rights will become void
and will not be exercisable) will have the right to purchase, upon
payment of the then-current exercise price, a number of shares of
Company common stock having a market value of twice the exercise
price of the right. In addition, at any time after a person or
group acquires 25% or more of the Company's common stock, the
Company's Board of Directors may exchange one share of the
Company's common stock for each outstanding right (other than
rights owned by the acquiring person or group, which would have
become void).
Further details about the Rights Plan are contained in a Form
8-K filed today by the Company with the Securities and Exchange
Commission.
ABOUT TALOS ENERGY
Talos Energy (NYSE: TALO) is a technically driven,
innovative, independent energy company focused on maximizing
long-term value through its Upstream Exploration & Production
business in the United States
Gulf of Mexico and offshore
Mexico. We leverage decades of
technical and offshore operational expertise to acquire, explore,
and produce assets in key geological trends while maintaining a
focus on safe and efficient operations, environmental
responsibility, and community impact. For more information,
visit www.talosenergy.com.
INVESTOR RELATIONS CONTACT
Clay Jeansonne
investor@talosenergy.com
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING
STATEMENTS
This communication may contain
"forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of historical fact included in
this communication, regarding our strategy, future operations,
financial position, estimated revenues and losses, projected costs,
prospects, plans and objectives of management are forward-looking
statements. When used in this communication, the words "will,"
"could," "believe," "anticipate," "intend," "estimate," "expect,"
"project," "forecast," "may," "objective," "plan" and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such
identifying words. These forward-looking statements are based on
our current expectations and assumptions about future events and
are based on currently available information as to the outcome and
timing of future events.
We caution you that these forward-looking statements are subject
to numerous risks and uncertainties, most of which are difficult to
predict and many of which are beyond our control. These risks
include, but are not limited to, statements related to the
anticipated benefits, expected timing and impact of the Rights
Plan, including the ability of the Rights Plan to protect
stockholders' interests and maximize stockholder value and to
effectively ensure that the Board has sufficient time to make
informed judgments that are in the best interests of the Company
and its stockholders and the other risks discussed in "Risk
Factors" in our Annual Report on Form 10-K for the year ended
December 31, 2023 and "Risk Factors"
in our subsequent Quarterly Reports on Forms 10-Q filed with the
U.S. Securities and Exchange Commission (the "SEC").
Should one or more of the risks or uncertainties described
herein occur, or should underlying assumptions prove incorrect, our
actual results, including project plans, production rates and
resource recoveries, could differ materially from those expressed
in any forward-looking statements. All forward-looking statements,
expressed or implied, included in this communication are expressly
qualified in their entirety by this cautionary statement. This
cautionary statement should also be considered in connection with
any subsequent written or oral forward-looking statements that we
or persons acting on our behalf may issue. Except as otherwise
required by applicable law, we disclaim any duty to update any
forward-looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances
after the date of this communication.
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SOURCE Talos Energy