Participants in Proxy Solicitation
Carrizo, Callon and their respective directors and certain of their executive officers and other members of management and employees may be
deemed, under SEC rules, to be participants in the solicitation of proxies from Carrizos and Callons shareholders in connection with the proposed transaction. Information regarding the executive officers and directors of Carrizo is
included in its definitive proxy statement for its 2019 annual meeting filed with the SEC on April 2, 2019. Information regarding the executive officers and directors of Callon is included in its definitive proxy statement for its 2019 annual
meeting filed with the SEC on March 27, 2019. Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration
Statement and joint proxy statement/prospectus and other materials when they are filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the paragraphs above.
Cautionary Statement Regarding Forward-Looking Information
Certain statements in this Current Report on Form
8-K
concerning the proposed business combination
between Carrizo and Callon, including any statements regarding the expected timetable for completing the proposed transaction, the results, effects, benefits and synergies of the proposed transaction, future opportunities for the combined company,
future financial performance and condition, guidance, second quarter results, the tax treatment of the proposed transaction, the expected number of drilling rigs and completion crews, the realization of supply chain savings and sustenance of
operations initiatives, changes to cash flow generation, anticipated liquidity, anticipated cash general and administrative savings and any other statements regarding Carrizos or Callons future expectations, beliefs, plans, objectives,
financial conditions, assumptions or future events or performance that are not historical facts are forward-looking statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than
statements of historical facts. The words anticipate, believe, ensure, expect, if, intend, estimate, probable, project,
forecasts, predict, outlook, aim, will, could, should, would, potential, may, might, anticipate,
likely plan, positioned, strategy, and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. The forward-looking
statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those
anticipated, including, but not limited to, failure to obtain the required votes of Carrizos shareholders or Callons stockholders to approve the transaction and related matters; whether any redemption of Carrizos preferred stock
will be necessary or will occur prior to the closing of the transaction; the risk that a condition to closing of the proposed transaction may not be satisfied, that either party terminate the merger agreement or that the closing of the proposed
transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; the diversion of management time on
transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Carrizo and Callon; the effects of the business combination of Carrizo and Callon, including the combined companys future financial
condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies and other benefits in the timeframe expected or at all; changes in capital markets and the ability of the combined company to
finance operations in the manner expected; regulatory approval of the transaction; the effects of commodity price changes; and the risks of oil and gas activities. Expectations regarding business outlook, including changes in revenue, pricing,
capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.
Additional factors that could cause results to differ materially from those described above can be found in Carrizos Annual Report on
Form
10-K
for the year ended December 31, 2018 and in its subsequent Quarterly Report on Form
10-Q
for the quarter ended March 31, 2019, each of which is on
file with the SEC and available from Carrizos website at https://www.carrizo.com and in other documents Carrizo files with the SEC, and in Callons Annual Report on Form
10-K
for the year ended
December 31, 2018 and in its subsequent Quarterly Report on Form
10-Q
for the quarter ended March 31, 2019, each of which is on file with the SEC and available from Callons website at
https://www.callon.com and in other documents Callon files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time. Neither Carrizo nor Callon assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were
made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such
statements.