Filed by SilverBow Resources, Inc.
(Commission No.: 001-8754)
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: SilverBow Resources, Inc.
(Commission No.: 001-8754)
The following press release was issued by SilverBow Resources, Inc. on July 17, 2024:
CRESCENT ENERGY AND SILVERBOW RESOURCES ANNOUNCE ELECTION DEADLINE FOR SILVERBOW RESOURCES STOCKHOLDERS TO ELECT FORM OF MERGER CONSIDERATION
07/17/2024
HOUSTON(BUSINESS WIRE) Crescent Energy
Company (NYSE: CRGY) (Crescent) and SilverBow Resources, Inc. (NYSE: SBOW) (SilverBow) jointly announced today that, in connection with Crescents pending acquisition of SilverBow (the Transaction), the
deadline for holders of SilverBows common stock to elect the form of merger consideration they wish to receive in the Transaction, as described in more detail below, has been set for 5:00 p.m. Central Time on July 24, 2024 (such deadline,
as it may be extended, the Election Deadline). The Election Deadline is based on Crescents and SilverBows expectation that the Transaction will close on July 30, 2024, subject to the approval of stockholders of each of
Crescent and SilverBow, and satisfaction of other customary closing conditions.
SilverBow stockholders of record wishing to make an election as to the
form of consideration they wish to receive must deliver a properly completed and executed election form (the Election Form), together with all required documents and materials, to Equiniti Trust Company, LLC (the Exchange
Agent) by the Election Deadline. An election will be valid only if a properly completed and signed Election Form, together with all required documents and materials set forth in the Election Form and the instructions thereto, is received by
the Exchange Agent by the Election Deadline.
SilverBow stockholders who hold shares through a bank, broker or other nominee will receive the Election
Form through their bank, broker, or other nominee. Such shareholders who hold shares through a bank, broker or other nominee may be subject to an earlier election deadline and must carefully review and properly complete any election materials they
received from their bank, broker or other nominee regarding how to make an election.
As further described in (i) the Agreement and Plan of Merger,
dated as of May 15, 2024, by and among SilverBow, Crescent and the other parties thereto, (ii) the definitive joint proxy statement of Crescent and SilverBow and a prospectus of Crescent (the Proxy Statement/Prospectus),
included in the registration statement on Form S-4 filed by Crescent with Securities and Exchange Commission, which was declared effective on June 27, 2024 (the Registration Statement) and
(iii) the Election Form and accompanying election materials, each share of SilverBow common stock outstanding immediately prior to the Initial Merger Effective Time (as defined in the Merger Agreement) will, at the election of the holder of
such share of SilverBow common stock, be converted into the right to receive (i) 3.125 shares of Crescent Class A common stock, (ii) $15.31 in cash without interest (and subject to any withholding taxes required by applicable law) and 1.866
shares of Crescent Class A common stock, or (iii) $38.00 in cash without interest (and subject to any withholding taxes required by applicable law), subject to an aggregate cap of $400,000,000 on the total cash consideration payable for
SilverBow common stock.