Vanguard Natural Resources, LLC & Encore Energy Partners LP Set Record Date & Meeting Date for a Special Meeting of Unitholders
November 01 2011 - 7:16AM
Business Wire
Vanguard Natural Resources, LLC (NYSE: VNR) (“Vanguard”) and
Encore Energy Partners LP (NYSE: ENP) (“Encore”) announced today
that both companies have established a record date and a meeting
date for the special meetings of unitholders to consider and vote
upon the previously-announced merger agreement. Under the terms of
the merger agreement, Encore’s public unitholders would receive
0.75 Vanguard common units in exchange for each Encore common unit
they own. The transaction would result in approximately 18.4
million additional common units being issued by Vanguard. The terms
of the definitive agreement were unanimously approved by the
members of the Encore Conflicts Committee, which is comprised
solely of independent directors, who negotiated the terms on behalf
of Encore. In addition, Jefferies & Company, Inc.,
has issued a fairness opinion to the Encore Conflicts Committee
stating that they believe the exchange ratio is fair, from a
financial point of view, to the unaffiliated unitholders of Encore.
The members of the Vanguard Conflicts Committee, which is also
comprised solely of independent directors, negotiated the terms on
behalf of Vanguard and also voted unanimously in favor of the
merger. In addition, RBC Capital Markets, LLC has issued a fairness
opinion to the Vanguard Conflicts Committee stating that they
believe the exchange ratio is fair, from a financial point of view,
to Vanguard.
Encore unitholders of record at the close of business on October
14, 2011 are entitled to notice of and to vote at the special
meeting. The Encore special meeting will be held on Wednesday,
November 30, 2011 at 10:00am Central Time, at the offices of Vinson
& Elkins, 1001 Fannin Street, Suite 2500, Houston, TX
77002.
Vanguard unitholders of record at the close of business on
October 14, 2011 are entitled to notice of and to vote at the
special meeting. The Vanguard special meeting will be held on
Wednesday, November 30, 2011 at 11:00am Central Time, at the
offices of Vinson & Elkins, 1001 Fannin Street, Suite 2500,
Houston, TX 77002.
Vanguard and Encore unitholders are encouraged to read the
definitive proxy statement relating to the special meetings in its
entirety. The definitive proxy statement was filed with the
Securities and Exchange Commission on October 31, 2011 and was
first mailed to unitholders on the same date.
Vanguard and Encore unitholders who have questions about the
merger or who require assistance in submitting their proxy or
voting their units should contact the proxy solicitor, D.F. King
& Co., Inc. at 1-800-628-8532.
About Vanguard Natural Resources, LLC
Vanguard Natural Resources, LLC is a publicly traded limited
liability company focused on the acquisition, production and
development of oil and natural gas properties. The Company's assets
consist primarily of producing and non-producing oil and natural
gas reserves located in the southern portion of the Appalachian
Basin, the Permian Basin, South Texas and Mississippi. In addition,
Vanguard owns 100% of the general partner of Encore Energy Partners
LP (NYSE: ENP) and approximately 46% of the outstanding common
units of Encore. Encore has oil and natural gas properties located
in the Big Horn Basin in Wyoming and Montana, the Williston Basin
in North Dakota and Montana, the Permian Basin in West Texas and
New Mexico, and the Arkoma Basin in Arkansas and Oklahoma. More
information on Vanguard can be found at www.vnrllc.com.
About Encore Energy Partners LP
Encore Energy Partners LP is a publicly traded master limited
partnership focused on the acquisition, production, and development
of oil and natural gas properties. Encore’s assets consist
primarily of producing and non-producing oil and natural gas
properties in the Big Horn Basin in Wyoming and Montana, the
Williston Basin in North Dakota and Montana, the Permian Basin in
West Texas and New Mexico, and the Arkoma Basin in Arkansas and
Oklahoma. By virtue of Vanguard’s acquisition of Encore Energy
Partners GP LLC and certain limited partner interests in Encore
Energy Partners LP from Denbury Resources Inc. on December 31,
2010, Vanguard now owns approximately 46% of the common units of
Encore. More information on Encore can be found at
www.encoreenp.com.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the federal securities laws. All statements, other
than statements of historical facts, included in this press release
that address activities, events or developments that the Company
expects, believes or anticipates will or may occur in the future
are forward-looking statements. These statements include but are
not limited to statements about the acquisition announced in this
press release, the related financing plans, and statements with
respect to future distributions. These statements are based on
certain assumptions made by the Company based on management's
experience and perception of historical trends, current conditions,
anticipated future developments and other factors believed to be
appropriate. Such statements are subject to a number of
assumptions, risks and uncertainties, many of which are beyond the
control of the Company, which may cause actual results to differ
materially from those implied or expressed by the forward-looking
statements. These include risks relating to financial performance
and results, availability of sufficient cash flow to pay
distributions and execute our business plan, prices and demand for
oil, natural gas and natural gas liquids, our ability to replace
reserves and efficiently develop our current reserves and other
important factors that could cause actual results to differ
materially from those projected as described in the Company's
reports filed with the Securities and Exchange Commission. Please
see "Risk Factors" in the Company's public filings.
Any forward-looking statement speaks only as of the date on
which such statement is made and the Company undertakes no
obligation to publicly correct or update any forward-looking
statement, whether as a result of new information, future events or
otherwise.
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