Crescent Energy Company (NYSE: CRGY) (“Crescent” or the
“Company”), today announced that leading independent proxy advisory
firms, Institutional Shareholder Services (“ISS”) and Glass Lewis
& Co. (“Glass Lewis”), recommend that Crescent shareholders
vote “FOR” the approval of the issuance of shares of Crescent Class
A common stock in connection with the Company’s pending merger with
SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow”). Additionally,
ISS and Glass Lewis have recommended in separate reports that
SilverBow shareholders vote “FOR” the adoption of the merger
agreement in respect of the pending merger.
“The recommendations from ISS and Glass Lewis reinforce our
belief that this accretive and transformative transaction with
SilverBow is in the best interests of the Company and its
shareholders,” said Crescent CEO David Rockecharlie. “Together, we
will strengthen our position as a leading operator in the Eagle
Ford, utilizing our high-quality, long-life assets and deep
inventory to create meaningful opportunity for significant
efficiencies and attractive returns throughout market cycles.”
The Crescent special meeting of stockholders to vote on matters
relating to the proposed merger is scheduled to take place on July
29, 2024, at 10:00 a.m. Central Time. All shareholders of record of
Crescent common stock as of the close of business on June 28, 2024
will be entitled to vote their shares either virtually or by proxy
at the stockholder meeting. In order to virtually attend the
Crescent special meeting, stockholders must register online at
www.virtualshareholdermeeting.com/CRGY2024SM. As part of the
registration process for the virtual meeting, stockholders will
need to enter the control number found on their proxy card, voting
information form or notice previously received. Those holding their
shares through an intermediary, such as a bank, broker, or nominee,
who want to participate should request a control number from their
intermediary in advance of the meeting.
Crescent shareholders who have questions regarding the special
meeting or need assistance voting their shares of Crescent stock
may contact Crescent’s proxy solicitor, D.F. King & Co., Inc.,
by calling toll-free at (800) 967-0271 or, for brokers and banks,
collect call at (212) 269-5550.
About Crescent Energy
Company
Crescent is a differentiated U.S. energy company committed to
delivering value for shareholders through a disciplined growth
through acquisition strategy and consistent return of capital.
Crescent’s portfolio of low-decline, cash-flow oriented assets
comprises both mid-cycle unconventional and conventional assets
with a long reserve life and deep inventory of high-return
development locations in the Eagle Ford and Uinta basins.
Crescent’s leadership is an experienced team of investment,
financial and industry professionals that combines proven
investment and operating expertise. For more than a decade,
Crescent and its predecessors have executed on a consistent
strategy focused on cash flow, risk management and returns. For
additional information, please visit www.crescentenergyco.com.
No Offer or Solicitation
This communication relates to the Transaction between Crescent
and SilverBow. This communication is for informational purposes
only and does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or
approval, in any jurisdiction, pursuant to the Transaction or
otherwise, nor shall there be any sale, issuance, exchange or
transfer of the securities referred to in this document in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
Important Additional Information About the
Transaction
In connection with the Transaction, Crescent filed with the SEC
the Registration Statement to register the shares of Crescent Class
A common stock to be issued in connection with the Transaction. The
Registration Statement includes the Proxy Statement/Prospectus. The
Proxy Statement/Prospectus was mailed to the stockholders of each
of Crescent and SilverBow on June 28, 2024. Crescent and SilverBow
may also file other documents with the SEC regarding the
Transaction. This document is not a substitute for the Registration
Statement and the Proxy Statement/Prospectus that have been filed
with the SEC or any other documents that Crescent or SilverBow may
file with the SEC or mail to stockholders of Crescent or SilverBow
in connection with the Transaction.
INVESTORS AND SECURITY HOLDERS OF CRESCENT AND SILVERBOW ARE
URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ALL OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.
Investors and security holders will be able to obtain free
copies of the Registration Statement and the Proxy
Statement/Prospectus and all other documents filed or that will be
filed with the SEC by Crescent or SilverBow through the website
maintained by the SEC at http://www.sec.gov. Copies of documents
filed with the SEC by Crescent will be made available free of
charge on Crescent’s website at https://ir.crescentenergyco.com, or
by directing a request to Investor Relations, Crescent Energy
Company, 600 Travis Street, Suite 7200, Houston, TX 77002, Tel. No.
(713) 332-7001. Copies of documents filed with the SEC by SilverBow
will be made available free of charge on SilverBow’s website at
https://sbow.com under the “Investor Relations” tab or by directing
a request to Investor Relations, SilverBow Resources, Inc., 920
Memorial City Way, Suite 850, Houston, TX 77024, Tel. No. (281)
874-2700. The information included on, or accessible through,
Crescent’s or SilverBow’s website is not incorporated by reference
into this document.
Forward-Looking Statements and Cautionary Statements
The foregoing contains “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. All statements, other
than statements of historical fact, included in this communication
that address activities, events or developments that Crescent or
SilverBow expects, believes or anticipates will or may occur in the
future are forward-looking statements. Words such as “estimate,”
“project,” “predict,” “believe,” “expect,” “anticipate,”
“potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,”
“will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,”
“forecast,” “build,” “focus,” “work,” “continue” or the negative of
such terms or other variations thereof and words and terms of
similar substance used in connection with any discussion of future
plans, actions, or events identify forward-looking statements.
However, the absence of these words does not mean that the
statements are not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding
the Transaction and the anticipated timing thereof. There are a
number of risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements included
in this communication. These include the expected timing and
likelihood of completion of the Transaction, the ability to
successfully integrate the businesses, the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Merger Agreement, the possibility that
stockholders of Crescent may not approve the issuance of new shares
of common stock in the Transaction or that stockholders of
SilverBow may not approve the adoption of the Merger Agreement, the
risk that the parties may not be able to satisfy the conditions to
the Transaction in a timely manner or at all, risks related to
disruption of management time from ongoing business operations due
to the Transaction, the risk that any announcements relating to the
Transaction could have adverse effects on the market price of
Crescent’s common stock or SilverBow common stock, the risk that
the Transaction and its announcement could have an adverse effect
on the ability of Crescent and SilverBow to retain customers and
retain and hire key personnel and maintain relationships with their
suppliers and customers and on their operating results and
businesses generally, the risk the pending Transaction could
distract management of both entities and they will incur
substantial costs, the risk that problems may arise in successfully
integrating the businesses of the companies, which may result in
the combined company not operating as effectively and efficiently
as expected, the risk that the combined company may be unable to
achieve synergies or it may take longer than expected to achieve
those synergies and other important factors that could cause actual
results to differ materially from those projected. All such factors
are difficult to predict and are beyond Crescent’s or SilverBow’s
control, including those detailed in Crescent’s annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K that are available on its website at
https://ir.crescentenergyco.com and on the SEC’s website at
http://www.sec.gov, and those detailed in SilverBow’s annual
reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K that are available on SilverBow’s website at
https://sbow.com and on the SEC’s website at http://www.sec.gov.
All forward-looking statements are based on assumptions that
Crescent or SilverBow believe to be reasonable but that may not
prove to be accurate. Any forward-looking statement speaks only as
of the date on which such statement is made, and Crescent and
SilverBow undertake no obligation to correct or update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date
hereof.
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Crescent Energy Investor Relations
Contacts IR@crescentenergyco.com
Crescent Energy Media
Contacts Media@crescentenergyco.com
Crescent Energy (NYSE:CRGY)
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