Contango Oil & Gas Company (NYSE MKT: MCF) and Crimson Exploration Inc.
(NasdaqGM: CXPO) jointly announced today that they have formally closed
their previously announced merger. The combined company will be a
well-positioned Houston-based independent oil and gas company with a
balanced offshore Gulf of Mexico and onshore Texas production profile.
Both Contango and Crimson stockholders voted to approve the transaction
at a special meeting of their respective stockholders.
In accordance with the terms of the merger agreement, Crimson has become
a wholly-owned direct subsidiary of Contango, and Contango will issue
approximately 3.9 million shares of its common stock in exchange for all
of Crimson's outstanding capital stock.
Contango also announced today its newly constituted board of directors
consists of Joseph J. Romano, Allan D. Keel, B.A. Berilgen, B. James
Ford, Brad Juneau, Lon McCain, Charles M. Reimer, and Steven L.
Schoonover. The board of directors has appointed Allan D. Keel as
President and Chief Executive Officer of Contango. Joseph J. Romano will
remain as Chairman.
Mr. Romano said, "The new combined company will have a pre-tax SEC PV-10
proved reserve value approximating $1 billion, future resource potential
which it hopes to exploit both onshore and offshore, excellent cash
flow, approximately $110 million of debt and 19.1 million shares of
common stock outstanding after closing."
"Allan and the company's focus will be to exploit our existing asset and
lease base while continuing to add solid rate of return opportunities to
the company's asset base. I know the new Contango board, its senior
management and its employees are committed to the future success of the
company measured by an increase in real shareholder value," added Mr.
Romano.
"We are extremely excited about the potential that the merger of
Contango and Crimson brings to the shareholders of both companies," said
Mr. Keel. "The combined company's strong financial profile, and cash
flow, positions us to aggressively pursue Crimson's high quality
portfolio of onshore resource positions in various plays, complemented
by an appropriate dedication of capital to Contango's potentially high
impact exploratory Gulf of Mexico prospects. Our teams have been busy
orchestrating the combination of these two excellent organizations and
believe that it will be an exciting period going forward."
Contango will continue to trade on the NYSE MKT under the ticker symbol
"MCF". Effective October 2, 2013, trading in Crimson common stock has
been discontinued. Computershare, Contango's transfer agent, will mail
letters of transmittal to all Crimson stockholders of record immediately
prior to the merger with instructions on how to deliver their stock
certificates in exchange for the merger consideration. Crimson
stockholders should not surrender their stock certificates until they
have completed the letter of transmittal. Crimson stockholders who held
their shares in "street name" through a bank or broker should contact
their bank or broker to determine what actions they must take to receive
the merger consideration.
About Contango
Contango is a Houston-based, independent natural gas and oil company.
Contango's business is to explore, develop, produce and acquire oil and
natural gas 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.
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.
Copyright Business Wire 2013