Contango and Crimson Announce Closing of the Merger
02 Outubro 2013 - 9:00AM
Business Wire
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.
Contango Oil & Gas CompanyE. Joseph Grady,
713-234-7400www.contango.com
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