Investors will be able to obtain free copies of the Registration Statement and joint proxy
statement/prospectus, as each may be amended from time to time, and other relevant documents filed by Callon and Carrizo with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed
with the SEC by Callon will be available free of charge from Callons website at www.callon.com under the Investors tab or by contacting Callons Investor Relations Department at (281)
589-5200
or IR@callon.com. Copies of documents filed with the SEC by Carrizo will be available free of charge from Carrizos website at www.carrizo.com under the Investor Relations tab or by
contacting Carrizos Investor Relations Department at (713)
328-1055
or IR@carrizo.com.
Participants
in the Proxy Solicitation
Callon, Carrizo 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 Callons stockholders and Carrizos shareholders in connection with the proposed merger. 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. 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. 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 merger. 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 Merger, including any statements
regarding the expected timetable for completing the proposed Merger, the results, effects, benefits and synergies of the proposed Merger, future opportunities for the combined company, future financial performance and condition, guidance and any
other statements regarding Callons or Carrizos 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, Section 21E of the Exchange Act 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 Callons stockholders or Carrizos shareholders to approve the Merger and related matters; whether any redemption
of Carrizos preferred stock will be necessary or will occur prior to the closing of the Merger; the risk that a condition to closing of the proposed Merger may not be satisfied, that either party may terminate the Merger Agreement or that the
closing of the proposed Merger 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 Merger; the diversion of
management time on Merger-related issues; the ultimate timing, outcome and results of integrating the operations of Callon and Carrizo; the effects of the business combination of Callon and Carrizo, including the combined companys future
financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies 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 Merger; 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 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 www.callon.com under the Investors tab, and in other documents Callon files with the SEC, and 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
www.carrizo.com
under the Investor Relations tab, and in other documents Carrizo files with the SEC.