SilverBow Resources Provides Company
Perspective on Kimmeridge’s Significant Overvaluation of KTG and
Massively Dilutive Proposal
Believes Kimmeridge Efforts to Gain Control
Through Proxy Fight Is Another Path to Forcing a Value Destructive
Combination With KTG to “Bail Out” Kimmeridge
Sends Letter Urging Shareholders Vote “FOR” ALL
of SilverBow’s Highly Qualified Directors on the WHITE Proxy
Card
SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow” or the
“Company”) today mailed a letter to shareholders in connection with
the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual
Meeting”).
The full letter will be filed with the U.S. Securities and
Exchange Commission and can be found at
https://www.futureofsilverbow.com. The letter summarizes
SilverBow’s observations on data recently disclosed by Kimmeridge
Energy Management Company, LLC (“Kimmeridge”) about Kimmeridge
Texas Gas (“KTG”), finding Kimmeridge’s own data demonstrates
that:
- Kimmeridge significantly overvalues KTG;
- Kimmeridge’s proposal would have been massively dilutive to
SilverBow shareholders;
- The KTG assets are of much lower quality than SilverBow’s, and
the information KTG released shows it is pursuing a
value-destructive, natural gas focused growth plan;
- Kimmeridge is continuing its proxy fight so that its
compromised, conflicted nominees can force a combination that would
destroy SilverBow shareholder value; and
- SilverBow’s highly qualified, independent director nominees
will ensure that value is maximized for ALL SilverBow
shareholders.
Your Vote Is Important!
Please vote on the WHITE proxy card
“FOR” the Company’s three nominees, “WITHHOLD” on
Kimmeridge’s nominees, and “FOR” ALL other Company proposals using
one of the following options:
- Follow the instructions set forth on the enclosed WHITE
proxy card to vote via the internet,
- Follow the instructions set forth on the enclosed WHITE
proxy card to vote by telephone, or
- Mark, sign and date the enclosed WHITE proxy card and
return it in the enclosed postage-paid envelope.
Remember, please discard and do not sign
any gold Kimmeridge proxy card.
If you have already voted using a gold
proxy card, you may cancel that vote simply by voting again using
the Company’s WHITE proxy card.
Only your latest-dated vote will
count!
If you have any questions about how to
vote your shares, please call the firm assisting us with the
solicitation of proxies:
INNISFREE M&A INCORPORATED
Shareholders may call:
1 (877) 825-8793 (toll-free from the U.S.
and Canada) or
+1 (412) 232-3651 (from other
countries)
ABOUT SILVERBOW RESOURCES, INC.
SilverBow Resources, Inc. (NYSE: SBOW) is a Houston-based energy
company actively engaged in the exploration, development and
production of oil and gas in the Eagle Ford Shale and Austin Chalk
in South Texas. With over 30 years of history operating in South
Texas, the Company possesses a significant understanding of
regional reservoirs that it leverages to assemble high quality
drilling inventory while continuously enhancing its operations to
maximize returns on capital invested.
FORWARD-LOOKING STATEMENTS
This communication includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements represent management’s
expectations or beliefs concerning future events, and it is
possible that the results described in this communication will not
be achieved. These forward-looking statements are based on current
expectations and assumptions and are subject to a number of risks
and uncertainties, many of which are beyond our control. All
statements, other than statements of historical fact included in
this communication, including those regarding our strategy, the
benefits of the acquisitions, future operations, guidance and
outlook, financial position, prospects, plans and objectives of
management are forward-looking statements. When used in this
report, the words “will,” “could,” “believe,” “anticipate,”
“intend,” “estimate,” “budgeted,” “guidance,” “expect,” “may,”
“continue,” “potential,” “plan,” “project,” “positioned,” “should”
and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. Important factors that could cause actual
results to differ materially from our expectations include, but are
not limited to, the following risks and uncertainties: risk related
to recently completed acquisitions and integrations of these
acquisitions; volatility in natural gas, oil and natural gas
liquids prices; cash flow and liquidity, including our ability to
satisfy our short- or long-term liquidity needs; general economic
and political conditions, including inflationary pressures, further
increases in interest rates, a general economic slowdown or
recession, instability in financial institutions, political
tensions and war (including future developments in the ongoing
conflicts in Ukraine and the Gaza Strip); the severity and duration
of world health events, including health crises, and related
economic repercussions, including disruptions in the oil and gas
industry, supply chain disruptions, and operational challenges; our
ability to execute on strategic initiatives; effectiveness of our
risk management activities, including hedging strategy;
counterparty and credit market risk; actions by third parties,
including customers, service providers and shareholders; current
and future governmental regulation and taxation of the oil and
natural gas industry; developments in world oil and natural gas
markets and in oil and natural gas-producing countries; uncertainty
regarding our future operating results; and other risks and
uncertainties discussed in the Company’s reports filed with the
U.S. Securities and Exchange Commission (the “SEC”), including its
annual report on Form 10-K for the year ended December 31,
2023.
All forward-looking statements speak only as of the date of this
communication. You should not place undue reliance on these
forward-looking statements. The Company’s capital budget, operating
plan, service cost outlook and development plans are subject to
change at any time. Although we believe that our plans, intentions
and expectations reflected in or suggested by the forward-looking
statements we make in this communication are reasonable, we can
give no assurance that these plans, intentions or expectations will
be achieved. The risk factors and other factors noted herein and in
the Company’s SEC filings could cause its actual results to differ
materially from those contained in any forward-looking statement.
These cautionary statements qualify all forward-looking statements
attributable to us or persons acting on our behalf.
All subsequent written and oral forward-looking statements
attributable to us or to persons acting on our behalf are expressly
qualified in their entirety by the foregoing. We undertake no
obligation to publicly release the results of any revisions to any
such forward-looking statements that may be made to reflect events
or circumstances after the date of this communication or to reflect
the occurrence of unanticipated events, except as required by
law.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Company, its directors and certain of its executive officers
and employees are or will be participants in the solicitation of
proxies from shareholders in connection with the 2024 Annual
Meeting. The Company has filed the Definitive Proxy Statement with
the SEC on April 9, 2024 in connection with the solicitation of
proxies for the 2024 Annual Meeting, together with a WHITE proxy
card.
The identity of the participants, their direct or indirect
interests, by security holdings or otherwise, and other information
relating to the participants are available in the Definitive Proxy
Statement (available here) in the section entitled “Security
Ownership of Board of Directors and Management” and Appendix F. To
the extent holdings of the Company’s securities by the Company’s
directors and executive officers changes from the information
included in this communication, such information will be reflected
on Statements of Change in Ownership on Forms 3, 4 or 5 filed with
the SEC. These documents are available free of charge as described
below.
SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
AND ANY OTHER DOCUMENTS TO BE FILED BY THE COMPANY WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION. Shareholders are able to obtain,
free of charge, copies of all of the foregoing documents, any
amendments or supplements thereto at the SEC’s website
(http://www.sec.gov). Copies of the foregoing documents, any
amendments or supplements thereto are also available, free of
charge, at the “Investor Relations” section of the Company’s
website (https://www.sbow.com/investor-relations).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240421486359/en/
INVESTOR CONTACT: ir@sbow.com (281) 874-2700, (888)
991-SBOW
MEDIA CONTACT: Adam Pollack / Jed Repko Joele Frank,
Wilkinson Brimmer Katcher (212) 355-4449
SilverBow Resources (NYSE:SBOW)
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