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.
Copyright Business Wire 2013