Natchez, MS (March 30, 2000)-Callon Petroleum Company (NYSE: CPE/CPE.PrA) reported today that its Board of Directors has adopted a Stockholder Rights Plan (the "Plan"). To effect the Plan, the Board declared a dividend of one Preferred Stock Purchase Right ("Right") on each outstanding share of the company's Common Stock.
"The Plan is not being adopted in response to any specific effort to acquire control of the company, and it is not intended to restrict the company's ability to enter into future acquisition transactions," said Fred L. Callon, president and chief executive officer. "The Rights are intended to enable all stockholders to realize the long-term value of their investment in the company by protecting them from unfair or coercive takeover attempts. As is typical with these types of plans, the Rights will not prevent a takeover, but should encourage anyone seeking to acquire the company to negotiate with the Board prior to attempting the takeover," he added.
The Rights are represented by and traded with the company's Common Stock. The Rights do not become exercisable or trade separately from the Common Stock unless one or both of the following conditions are met: A public announcement that a person has acquired 15% or more of the Common Stock of the company, or a tender or exchange offer is made for 15% or more of the Common Stock of the company. Should either of these conditions be met and the Rights become exercisable, each Right will entitle the holder to buy 1/1,000th of a share of the Company's Series B Preferred Stock at an exercise price of $90. Each fractional share of the Series B Preferred Stock will essentially be the economic equivalent of one share of Common Stock. Under certain circumstances the Rights entitle the holders to buy the company's stock or shares of the acquiror's stock at a 50% discount. The company may redeem the Rights, for $0.001 per Right, at any time until the first public announcement of the acquisition of beneficial ownership of 15% of the company's Common Stock.
The distribution of the Rights will be made to stockholders of record as of April 10, 2000. The Rights distribution is not taxable to stockholders. A more detailed description of the Rights will be sent to stockholders.
Callon Petroleum Company has been engaged in the exploration, development and acquisition of oil and gas properties since 1950.
For further information contact: Terry Trovato P.O. Box 1287 Natchez, MS 39121 (601) 442-1601terryt@callon.com