Filed by: Carrizo Oil & Gas, Inc.
(Commission File No.: 000-29187-87)
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to 14a-6
of the Securities Exchange Act of 1934
Subject Company: Carrizo Oil & Gas, Inc.
Form S-4 File No.: 333-233366
On November 20, 2019, Callon Petroleum Company and Carrizo Oil & Gas, Inc. issued the following press release:
ISS RECOMMENDS CALLON AND CARRIZO SHAREHOLDERS EACH VOTE FOR TRANSACTION
CALLON AND CARRIZO URGE SHAREHOLDERS TO VOTE FOR THE TRANSACTION
HOUSTON, Nov. 20, 2019 /PRNewswire/ Callon Petroleum Company (NYSE: CPE) (Callon or the Company) and Carrizo Oil & Gas,
Inc. (NASDAQ: CRZO) (Carrizo) today announced that proxy advisory firm Institutional Shareholder Services (ISS), upon review of Callons revised offer, now recommends that Callon shareholders
vote FOR the acquisition of Carrizo and related proposals, as put forth in the proxy supplement filed on November 18, 2019. Additionally, ISS maintained its recommendation that Carrizo common shareholders
vote FOR the acquisition by Callon.
In its updated report regarding Callon, dated November 19, 2019, ISS stated,
Given the material improvement in terms, along with the strategic rationale for the merger, as noted in our original analysis, support FOR the transaction is now warranted.1
Joe Gatto, President and Chief Executive Officer of Callon, stated, We are pleased that ISS recognizes the strategic merits and financial benefits of the
transaction with Carrizo and supports our Boards unanimous recommendation that shareholders vote FOR the transaction. Combining with Carrizo will accelerate our strategy and strengthen Callons positioning in the evolving
industry landscape, creating a leading oil and gas company with scaled development operations poised to deliver durable free cash flow generation through commodity price volatility. We strongly urge all Callon shareholders to follow the
recommendation of ISS and vote FOR the amended merger agreement with Carrizo and related proposals.
Callon and Carrizo expect that the
transaction will close during the fourth quarter of 2019, subject to approval by shareholders of both companies and other customary closing conditions.
Callon Special Meeting of Shareholders
The Special
Meeting of Callon shareholders will be reconvened, and then adjourned before conducting any business, on December 13, 2019 until December 20, 2019, at 9:00 a.m. Central Time in the Advice & Counsel meeting room of the Hotel ZaZa,
9787 Katy Freeway, Houston, Texas. All shareholders of record of Callon common stock as of the close of business on October 7, 2019 will be entitled to vote their shares either in person or by proxy at the shareholder meeting.
Carrizo Special Meeting of Shareholders
The Special
Meeting of Carrizo shareholders will be held on December 20, 2019, at 9:00 a.m. Central Time, at Two Allen Center, The Forum, 1200 Smith Street, 12th Floor, Houston, Texas 77002. All shareholders of record of Carrizo common stock as of the
close of business on November 29, 2019, will be entitled to vote their shares either in person or by proxy at the shareholder meeting. Any proxies previously submitted by Carrizo shareholders with respect to the special meeting convened
and adjourned on November 14, 2019 will not be counted. Carrizo shareholders must submit a new proxy in order for their votes to be counted.
Each vote is very important, regardless of the number of shares owned. Your failure to vote your shares of common stock or your abstention from voting will
have the same effect as a vote AGAINST the transaction.