APA CORPORATION TO ACQUIRE CALLON PETROLEUM COMPANY IN ALL-STOCK TRANSACTION
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anticipated closing date for the proposed transaction, and other aspects of our operations or operating results. Words and phrases such as anticipate, estimate,
believe, budget, continue, could, intend, may, might, plan, potential, possibly, predict, seek,
should, will, would, expect, objective, projection, prospect, forecast, goal, guidance, outlook, effort,
target, and other similar words can be used to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. All such forward-looking statements are based upon current
plans, estimates, expectations, and ambitions that are subject to risks, uncertainties, and assumptions, many of which are beyond the control of APA and Callon, that could cause actual results to differ materially from those expressed or forecast in
such forward-looking statements.
The following important factors and uncertainties, among others, could cause actual results or events to differ
materially from those described in these forward-looking statements: the risk that the approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 is not obtained or is obtained subject to conditions that are not anticipated by APA and
Callon; uncertainties as to whether the potential transaction will be consummated on the expected time period or at all, or if consummated, will achieve its anticipated benefits and projected synergies within the expected time period or at all;
APAs ability to integrate Callons operations in a successful manner and in the expected time period; the occurrence of any event, change, or other circumstance that could give rise to the termination of the transaction, including receipt
a competing acquisition proposal; risks that the anticipated tax treatment of the potential transaction is not obtained; unforeseen or unknown liabilities; customer, shareholder, regulatory, and other stakeholder approvals and support; unexpected
future capital expenditures; potential litigation relating to the potential transaction that could be instituted against APA and Callon or their respective directors; the possibility that the transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; the effect of the announcement, pendency, or completion of the potential transaction on the parties business relationships and business generally; risks that the potential
transaction disrupts current plans and operations of APA or Callon and their respective management teams and potential difficulties in Callons ability to retain employees as a result of the transaction; negative effects of this announcement
and the pendency or completion of the proposed acquisition on the market price of APAs or Callons common stock and/or operating results; rating agency actions and APAs and Callons ability to access short-and long-term debt
markets on a timely and affordable basis; various events that could disrupt operations, including severe weather, such