Encore Receives Buyout Bid from Vanguard



Encore announced that the chairman of the Conflicts Committee of the board of directors of Encore Energy Partners' general partner received a proposal from Vanguard whereby VNR would acquire all of the outstanding, publicly-held Encore Energy Partners common units VNR does not already own through a unit-for-unit exchange. Subject to negotiation and execution of a definitive agreement, VNR is proposing consideration of 0.72 VNR common units for each outstanding publicly-held Encore Energy Partners common unit. The proposed transaction would be structured as a merger of Encore Energy Partners with a wholly-owned subsidiary of VNR.

The proposal was referred to a committee of independent directors of the general partner which will study, review and evaluate the proposal. There can be no assurance that a definitive agreement will be executed or that any transaction will be approved or consummated.

VNR owns 100 percent of the general partner of Encore Energy Partners and owns approximately 46% of the outstanding common units of Encore Energy Partners.


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