Denbury Resources Inc. (NYSE: DNR) announced today the preliminary results of the merger consideration elections made by stockholders of Encore Acquisition Company (NYSE: EAC) as to the form of merger consideration they wish to receive in the acquisition of Encore by Denbury. Denbury anticipates closing the acquisition, which remains subject to customary closing conditions, on or about March 9, 2010.
Encore stockholders were entitled to elect consideration consisting solely of $50.00 per share in cash, or consisting solely of shares of Denbury common stock, determined by dividing $50.00 by the volume weighted average price of Denbury common stock for the 20 consecutive trading days ending on the second full trading day prior to the effective time of the merger (as more fully described in the joint proxy statement/prospectus, the “Denbury 20-day average price”), subject to the collar, proration and allocation features described in the joint proxy statement/prospectus. The merger consideration elections are subject to proration so that, in the aggregate, approximately 30% of the consideration for the outstanding shares of Encore common stock will consist of cash, and the remaining consideration will consist of shares of Denbury common stock. Encore stockholders electing mixed cash and stock consideration, and stockholders that failed to make an election, will be paid $15.00 per share in cash and will receive a number of common shares determined by dividing $35.00 by the Denbury 20-day average price.
Based on available information, as of the election deadline of 5:00 p.m. Eastern Time on March 2, 2010, of the approximately 55,542,510 shares of Encore common stock outstanding on February 3, 2010, the record date for voting on the merger, and thus entitled to utilize the election mechanism, elections to receive 100% cash were made by holders of approximately 10,340,000 shares of Encore common stock (approximately 18.6% of the outstanding shares of Encore common stock on the record date), and elections to receive 100% stock were made by holders of approximately 21,489,000 shares of Encore common stock (approximately 38.7% of the outstanding shares of Encore common stock on the record date). Cash elections with respect to approximately 818,000 Encore shares and stock elections with respect to approximately 2,394,000 Encore shares were made pursuant to the notice of guaranteed delivery procedure, as described below.