PLANO, Texas ( TheStreet) -- Denbury Resources ( DNR) has agreed to acquire Encore Acquisition ( EAC) in a cash-and-stock deal the companies are valuing at $4.5 billion. The acquisition will create one of the largest independent oil exploration and production companies in North America. Under the terms of the deal, Plano, Texas-based Denbury plans to pay $50 for each share of Encore, an almost 35% premium to the $37.07 price where Encore shares closed Friday. Encore shareholders will receive $15 in cash and $35 in Denbury's common stock for each of their shares. Encore has about 52.8 million shares outstanding, giving the equity portion of the deal a value of about $2.64 billion. Denbury also will assume Forth Worth, Texas-based Encore's debt and the value of its minority interest in Encore Energy Partners ( ENP) . The merged company will take Denbury's name and will be headquartered in Plano, Texas. Denbury shares closed Friday at $14.60.