The Board is taking steps to protect long-term value for all shareholders in response to the significant third-party stock accumulation
HOUSTON, Sept. 20, 2022–(BUSINESS WIRE)–SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow” or the “Company”) announced today that its board of directors (the “Board”) has unanimously accepted limited-life shareholder rights Plan (the “Permissions Plan”) to protect the interests of all Shareholders. The rights plan is effective immediately.
The Board of Directors approved the rights plan in response to the recent significant accumulation of portions of SilverBow’s outstanding common stock. The rights plan is similar to other rights plans offered by public companies and is intended to promote fair and equal treatment of all shareholders. The Rights Plan is intended to enable all shareholders of the Company to realize the long-term value of their investment and is intended to protect SilverBow and its shareholders from efforts by any individual shareholder or group to gain control of the Company without paying a control premium.
Marcus C. Rowland, Independent Chairman of the Board, said, “SilverBow’s Board of Directors is committed to acting in the best interests of all of the Company’s shareholders and will continue to take actions that we believe will enhance long-term value. We want investors to realize the full value of their investment and be treated fairly and equally, which is what the Rights Plan aims to ensure.”
ADDITIONAL SHAREHOLDER RIGHTS PLAN INFORMATION
The rights can only be exercised if an individual or group acquires 15% or more of the Company’s outstanding common shares. Each right entitles stockholders to purchase one-thousandth of a share of a new series of Subordinated Participating Preferred Stock at an exercise price of $160.00.
If an individual or group acquires 15% of the outstanding common stock of the company, each right entitles its holder (other than that individual or members of that group) to purchase a number of common stocks of the company at double the market value for $160.00. In addition, at any time after any person or group has acquired 15% of the Company’s outstanding common stock, the Company’s board of directors may redeem one share of the Company’s common stock for any outstanding right (other than a right held by that person or group, which will then lapse). would).
Prior to the acquisition of 15% of the Company’s common stock by a beneficial owner person or group, the rights are redeemable at the option of the Board of Directors at one cent per right.
Certain synthetic interests in securities created through derivative positions – whether or not such interests qualify as beneficial interest in the underlying common stock for reporting purposes under Regulation 13D of the Securities Exchange Act – are considered beneficial interest in the number of shares in the stock The Company’s common shares reflect the economic risk created by the derivative position to the extent that the Company’s actual shares are held directly or indirectly by counterparties to the derivative contracts.
The dividend payment will be made on 5 October 2022 and will be payable to shareholders on that date and will not be taxable for shareholders. The rights will expire no sooner than (i) after close of business on the first day following the date of the Company’s first annual meeting of stockholders following the date of the Rights Scheme and (ii) June 30, 2023, unless the rights are redeemed or switched earlier.
A copy of the Stockholder Rights Plan will be included on a Form 8-K to be filed with the Securities and Exchange Commission.
ABOUT SILVERBOW RESOURCES, INC.
SilverBow Resources, Inc. (NYSE: SBOW) is a Houston-based energy company actively engaged in the exploration, development and production of oil and gas in the Eagle Ford Shale and Austin Chalk in South Texas. With over 30 years of operations in South Texas, the Company has a thorough understanding of regional deposits which it leverages to assemble high quality drill inventory while continually improving its operations to maximize return on invested capital. Visit www.sbow.com for more information. Information on the company’s website is not part of this press release.
FORWARD LOOKING STATEMENTS
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent management’s expectations or beliefs regarding future events and the results described in this press release may not be achieved. These forward-looking statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. All statements contained in this press release, other than statements of historical fact, including those relating to our strategy, the benefits and effects of the rights plan, shareholder relations, plans and objectives of management are forward-looking statements. The words “will”, “may”, “believe”, “anticipate”, “intend”, “estimate”, “budgeted”, “guidance”, “expect”, “may”, “continue,” as used in this report, “Predict,” “potential,” “plan,” “project,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following risks and uncertainties: the severity and duration of global health events and related economic impacts, actions of members of the Organization of the Petroleum Exporting Countries ( “OPEC”) and Russia, general economic and political conditions, our acquisition strategy, interest rates, inflationary pressures, a general economic slowdown or recession, political tensions or war, risks associated with acquisitions, operational challenges, volatility in natural gas, oil and NGL Prices, future cash flows and their adequacy to support our ongoing operations, liquidity, borrowing capacity and future covenant compliance, results of operations, efforts to dispose of assets or their timing or outcome; current and future joint ventures, capital expenditures, impairments, availability, costs and capital conditions, timing and successful drilling and completion of wells, availability and costs of transporting oil and natural gas, costs of exploiting and developing our properties and conducting other operations , competition in the oil and natural gas industry, opportunities to monetize assets, our ability to execute strategic initiatives, effectiveness of our risk management activities, regulatory requirements and other risks and uncertainties discussed in the Company’s reports filed with the SEC, including its annual report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”), and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K.
All forward-looking statements speak only as of the date of this press release. You should not place undue reliance on these forward-looking statements. The Company’s capital budget, operating plan, service cost outlook and development plans are subject to change at any time. Although we believe that our plans, intentions and expectations, reflected or suggested by the forward-looking statements we make in this press release, are reasonable, we cannot guarantee that such plans, intentions or expectations will be achieved. The risk and other factors discussed herein and in the Company’s SEC filings could cause actual results to differ materially from those contained in any forward-looking statements. These cautionary statements qualify all forward-looking statements, which are attributable to us or persons acting on our behalf.
All of the following written and oral forward-looking statements, attributable to us or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. We undertake no obligation to publicly release the results of any revisions to such forward-looking statements, which may be made to reflect events or circumstances after the date of this press release or the occurrence of unanticipated events, except as required by law.
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