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Contango Oil & Gas Co And Crimson Exploration Inc Enter Into Merger Agreement

Tuesday, 30 Apr 2013 06:59am EDT 

Contango Oil & Gas Co and Crimson Exploration Inc. jointly announced that they have signed a merger agreement for an all-stock transaction pursuant to which Crimson would become a wholly owned subsidiary of Contango. Upon consummation of the merger, each share of Crimson stock will be converted into 0.08288 shares of Contango stock resulting in Crimson stockholders owning 20.3% of the post-merger Contango. Crimson stockholders will receive per-share consideration consisting of 0.08288 shares of Contango common stock for each Crimson share. Based on Contango's closing stock price on April 29, 2013, this transaction represents an implied price per share for Crimson of $3.19, a premium of approximately 8% to the recent closing price of Crimson common stock. Aggregate consideration in the transaction is approximately $390 million based on the assumed issuance of approximately 3.9 million shares of Contango common stock and the assumption by Contango of approximately $244 million of long-term debt of Crimson. The merger is expected to close in the third quarter of 2013. Mr. Joseph Romano will serve as Chairman of the Board of Directors and Chairman of the newly-created Investment Committee of the Board of Directors of the combined company. Mr. Allan D. Keel will become President, Chief Executive Officer and a member of the Investment Committee and Mr. E. Joseph Grady will become Senior Vice President and Chief Financial Officer of the combined Company. 

Company Quote

0.58 +1.44%
3:17pm EDT