Callon Petroleum Acquires Carrizo Oil & Gas in All-Stock Transaction

Updated 1 year 5 months ago

On November 14th, the companies reduced the number of Callon shares to be received by Carrizo shareholders to 1.75 shares of Callon for each share of Carrizo. With the amended exchange ratio, Callon shareholders will own approximately 58% of the combined company, and Carrizo shareholders will own approximately 42% on a fully diluted basis. Based on the closing prices of Callon and Carrizo common shares on the pre-announcement date of Jul 12, 2019, the amended exchange ratio represents a premium of 6.7% to Carrizo shareholders. The amendment adjusts the Carrizo termination fee to USD 20 million. Callon would reimburse USD 2.5 million if Callon's shareholders do not approve the transaction.

Carrizo and Callon announced on November 18th that each would hold a special meeting of shareholders to approve the merger on December 20th and December 13th, respectively. Proxy advisory firm Institutional Investor Services (ISS) issued a report on November 19th that they have changed their recommendation for Callon shareholders to vote in favor of the acquisition while maintaining its recommendation for Carrizo shareholders to approve the transaction. Closing was projected to close in 4Q 2019, and the transaction closed on December 20th.