The tender offer is subject to certain conditions, including the tender of shares of Tom Brown common stock representing a majority of the outstanding common stock of Tom Brown on a fully diluted basis, customary regulatory approvals and other customary conditions. Following completion of the tender offer and receipt of shareholder approval, if required, EnCana intends to consummate a merger in which a subsidiary of EnCana will be merged with and into Tom Brown. In the merger, the remaining Tom Brown shareholders will receive the same cash price paid in the tender offer.
The board of directors of Tom Brown has unanimously approved the Merger Agreement and recommends that Tom Brown shareholders accept the offer and tender their shares.
Investors and security holders are advised to read both the tender offer statement and the solicitation/recommendation statement regarding the tender offer referred to in this news release, when they become available, because they will contain important information. The tender offer statement has been filed by EnCana Corporation and Plaza Acquisition II Corp., its indirect wholly owned subsidiary, with the U.S. Securities and Exchange Commission (SEC), and the solicitation/recommendation statement has been filed with the SEC by Tom Brown. The tender offer materials, the solicitation statement/recommendation statement and other relevant materials will be mailed to all record holders of shares of common stock of Tom Brown and will be furnished to brokers, dealers, banks, trust companies and similar persons who are entitled to receive such materials. Investors and security holders may also obtain a free copy of these statements (when available) and other documents filed by EnCana Corporation and Tom Brown with the SEC at the SEC's web site at www.sec.gov. The tender offer statement and related offering materials may also be obtained from Georgeson Shareholder Communications Inc., as Information Agent, by calling (800) 905-7237. Banks and brokers are asked to call (212) 440-9800. This news release is not an offer to purchase, solicitation of an offer to purchase or an offer to sell securities. Such an offer or solicitation is only made pursuant to the tender offer statement filed with the SEC.
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