Crimson Exploration Inc. Announces Record Date & Expected Meeting Date Timing for Special Stockholder Meeting in Connection w...
August 14 2013 - 2:52PM
Business Wire
Crimson Exploration Inc. (NasdaqGM: CXPO) (“Crimson”) announced
today that it has established a record date and the expected timing
of the meeting date for the special meeting of its stockholders to
consider and vote upon a proposal to adopt the previously announced
agreement and plan of merger, dated as of April 29, 2013, (the
“Merger Agreement”) with respect to the proposed merger (“Merger”)
of Crimson with a direct, wholly-owned subsidiary of Contango Oil
& Gas Company (NYSE MKT: MCF) (“Contango”) and other related
matters.
Stockholders of record at the close of business on
August 20, 2013, will be entitled to notice of the special
meeting and to vote at the special meeting. The special meeting is
expected to be held in early October at the company’s offices at
717 Texas Avenue, Suite 2900, Houston, TX, 77002.
Completion of the Merger remains subject to approval by Crimson
stockholders and satisfaction or waiver of certain other
conditions.
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.
Important Information for Investors and Stockholders
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. In connection with the proposed Merger,
Contango has filed with the Securities and Exchange Commission (the
“SEC”) a preliminary registration statement on Form S-4, which
includes a preliminary joint proxy statement of Crimson and
Contango that also constitutes a prospectus of Contango. Contango
and Crimson also plan to file other documents with the SEC
regarding the proposed agreement. After the registration statement
has been declared effective by the SEC, a definitive joint proxy
statement/prospectus will be mailed to stockholders of Crimson.
INVESTORS AND SECURITY HOLDERS OF CRIMSON ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING THE DEFINITIVE PROXY
STATEMENT, WHEN FILED) AND ALL AMENDMENTS AND SUPPLEMENTS THERETO
AND OTHER DOCUMENTS RELATING TO THE MERGER THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER. Investors and stockholders will be able to obtain free
copies of the joint proxy statement/prospectus and other documents
containing important information about Crimson and Contango, once
such documents are filed with the SEC, through the website
maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by Crimson will be available free of
charge on Crimson’s internet website at www.crimsonexploration.com
under the tab “Investor Relations,” or by contacting Crimson’s
Investor Relations Department at 713-236-7400. Copies of the
documents filed with the SEC by Contango will be available free of
charge on Contango’s internet website at www.contango.com under the
tab “Investor Relations,” or by contacting Contango’s Investor
Relations Department at 713-960-1901.
Participants in the Solicitation
Crimson, Contango and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Crimson and Contango in connection
with the proposed transaction. Information about the directors and
executive officers of Crimson is set forth in Crimson’s proxy
statement for its 2013 annual meeting of stockholders, which was
filed with the SEC on April 3, 2013. Information about the
directors and executive officers of Contango is set forth in
Contango’s proxy statement for its 2012 annual meeting of
stockholders, which was filed with the SEC on October 12,
2012. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the joint proxy statement/prospectus and other relevant materials
to be filed with the SEC when they become available. Free copies of
these documents can be obtained using the contact information
above.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities and Exchange Act of 1934. These
include statements regarding the effects of the proposed Merger,
estimates, expectations, projections, goals, forecasts,
assumptions, risks and uncertainties and are typically identified
by words or phrases such as “may,” “will,” “anticipate,”
“estimate,” “expect,” “project,” “intend,” “plan,” “believe,”
“target,” “forecast,” and other words and terms of similar meaning.
For example, statements regarding future financial performance,
future competitive positioning and business synergies, future
acquisition cost savings, future accretion to earnings per share,
future market demand, future benefits to stockholders, future
economic and industry conditions, the proposed Merger (including
its benefits, results, effects and timing), the attributes of
Crimson as a subsidiary of Contango and whether and when the
transactions contemplated by the Merger Agreement will be
consummated, are forward-looking statements within the meaning of
federal securities laws. These forward-looking statements are
subject to numerous risks and uncertainties, many of which are
beyond the companies’ control, which could cause actual benefits,
results, effects and timing to differ materially from the results
predicted or implied by the statements.
These risks and uncertainties include, but are not limited to:
the failure of the stockholders of Crimson or the stockholders of
Contango to approve the Merger or the issuance of Contango common
stock to Crimson’s stockholders, respectively; the risk that the
conditions to the closing of the Merger are not satisfied; the risk
that regulatory approvals required for the Merger are not obtained
or are obtained subject to conditions that are not anticipated;
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the Merger;
uncertainties as to the timing of the Merger; competitive responses
to the proposed Merger; costs and difficulties related to the
integration of Crimson’s business and operations with Contango’s
business and operations; the inability to or delay in obtaining
cost savings and synergies from the Merger; unexpected costs,
charges or expenses resulting from the Merger; the outcome of
pending or potential litigation; the inability to retain key
personnel; uncertainty of the expected financial performance of
Contango following completion of the Merger; and any changes in
general economic and/or industry specific conditions.
Crimson and Contango caution that the foregoing list of factors
is not exclusive. Additional information concerning these and other
risk factors is contained in Crimson’s and Contango’s most recently
filed Annual Reports on Form 10-K, subsequent Quarterly Reports on
Form 10-Q, recent Current Reports on Form 8-K, and other SEC
filings, which are available at the SEC’s website,
http://www.sec.gov. Each forward-looking statement speaks only as
of the date of the particular statement, and neither Crimson nor
Contango undertakes any obligation to publicly update any of these
forward-looking statements to reflect events or circumstances that
may arise after the date hereof. All subsequent written and oral
forward-looking statements concerning Crimson, Contango, the
proposed transaction or other matters and attributable to Crimson
and Contango or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Crimson Exploration Inc.E. Joseph Grady, 713-236-7400Senior Vice
President and Chief Financial Officer
Crimson Exploration Inc. (MM) (NASDAQ:CXPO)
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