UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
EXCHANGE ACT OF 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| o | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| þ | Soliciting Material Pursuant to §240.14a-12 |
ENCORE ACQUISITION COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required. |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
1)
|
Title of each class of securities to which transaction applies: | |
2)
|
Aggregate number of securities to which transaction applies: | |
3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
4)
|
Proposed maximum aggregate value of transaction: | |
5)
|
Total fee paid: | |
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1)
|
Amount Previously Paid: | |
(2)
|
Form, Schedule or Registration Statement No.: | |
(3)
|
Filing Party: | |
(4)
|
Date Filed: | |
Denbury and Encore Schedule March 9, 2010 for Special Meetings of Stockholders; Set February 3, 2010 as Record Dates
DALLAS, Feb 01, 2010 (BUSINESS WIRE) — Denbury Resources Inc. (NYSE: DNR) (the “Company”) and
Encore Acquisition Company (NYSE: EAC) (“Encore”) each scheduled March 9, 2010 as the date for
their respective upcoming special stockholder meetings. On October 31, 2009, the Company and Encore
entered into a definitive agreement providing for the merger of Encore with and into the Company in
exchange for cash and Company common stock. At these meetings, the Company stockholders will vote
on, among other items, the merger of Encore with and into the Company and the issuance of Company
common stock to Encore stockholders pursuant to the merger, and the Encore stockholders will vote
on, among other items, the merger with and into the Company. The Company and Encore each set
February 3, 2010 as the record date for stockholders entitled to vote at their respective upcoming
special stockholder meetings.
Denbury Resources Inc. (www.denbury.com) is a growing independent oil and gas company. The Company
is the largest oil and natural gas operator in Mississippi, owns the largest reserves of CO2 used
for tertiary oil recovery east of the Mississippi River, and holds significant operating acreage
onshore Alabama and properties in Southeast Texas. The Company’s goal is to increase the value of
acquired properties through a combination of exploitation, drilling and proven engineering
extraction practices, with its most significant emphasis relating to tertiary recovery operations.
Encore Acquisition Company (www.encoreacq.com) is engaged in the acquisition and development of oil
and natural gas reserves from onshore fields in the United States. Since 1998, Encore has acquired
producing properties with proven reserves and leasehold acreage and grown the production and proven
reserves by drilling, exploring, reengineering or expanding existing waterflood projects, and
applying tertiary recovery techniques.
ADDITIONAL INFORMATION & FORWARD LOOKING STATEMENTS
This press release contains forward-looking information regarding the Company that is intended to
be covered by the safe harbor “forward-looking statements” provided by the Private Securities
Litigation Reform Act of 1995. All statements 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 are based on our current
expectations and projections about future events and involve known and unknown risks,
uncertainties, and other factors that may cause our actual results and performance to be materially
different from any future results or performance expressed or implied by these forward-looking
statements. Please refer to our filings with the SEC, including our Form 10-K for the year ended
December 31, 2008, for a discussion of these risks.
This release includes statements of current expectations regarding Encore, including statements
regarding the expected merger with and into the Company, that constitute forward-looking statements
within the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that
may cause actual results to differ materially, including the possibility that the anticipated
benefits cannot be fully realized. Encore discusses risks and uncertainties associated with its
business in reports it files with the Securities and Exchange Commission and disclaims any
responsibility to update these forward-looking statements.
A DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS WILL BE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE COMPANY, ENCORE AND THE MERGER. A DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS WILL BE SENT TO SECURITY HOLDERS OF THE COMPANY SEEKING THEIR APPROVAL OF THE
MERGER AND THE ISSUANCE OF SHARES OF THE COMPANY STOCK TO BE USED AS MERGER CONSIDERATION AND
SECURITY HOLDERS OF ENCORE SEEKING THEIR APPROVAL OF THE MERGER. INVESTORS AND SECURITY HOLDERS MAY
OBTAIN A FREE COPY OF THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER
DOCUMENTS FILED BY THE COMPANY AND ENCORE WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV.
THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND SUCH OTHER DOCUMENTS RELATING
TO THE COMPANY MAY ALSO BE OBTAINED FOR FREE FROM THE COMPANY BY DIRECTING A REQUEST TO: DENBURY
RESOURCES INC., 5100 TENNYSON PKWY., SUITE 1200, PLANO, TEXAS 75024, ATTENTION: INVESTOR RELATIONS,
TELEPHONE (972) 673-2000.
THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND SUCH OTHER DOCUMENTS RELATING
TO ENCORE MAY ALSO BE OBTAINED FOR FREE FROM ENCORE BY DIRECTING A REQUEST TO: ENCORE ACQUISITION
COMPANY, 777 MAIN STREET, SUITE 1400, FORT WORTH, TEXAS 76102, ATTENTION: INVESTOR RELATIONS,
TELEPHONE (817) 877-9955.
The Company, its directors, executive officers and certain members of management and employees may
be considered “participants in the solicitation” of proxies from the Company’s stockholders in
connection with the merger. Information regarding such persons and a description of their interest
in the merger will be contained in the joint proxy statement/prospectus when it becomes available.
Information concerning beneficial ownership of the Company’s stock by its directors and certain
executive officers is included in its proxy statement dated April 3, 2009 and subsequent statements
of changes in beneficial ownership on file with the SEC.
Encore, its directors, executive officers and certain members of management and employees may be
considered “participants in the solicitation” of proxies from Encore’s stockholders in connection
with the merger. Information regarding such persons and a description of their interest in the
merger will be contained in the joint proxy statement/prospectus when it becomes available.
Information concerning beneficial ownership of Encore stock by its directors and
certain executive officers is included in its proxy statement dated April 3, 2009 and subsequent
statements of changes in beneficial ownership on file with the SEC.
SOURCE: Denbury Resources Inc.
Denbury Resources Inc.Phil Rykhoek, CEO, 972-673-2000
or
Mark Allen, Sr. VP and Chief Financial Officer, 972-673-2000
www.denbury.com