2011-04-01-2011-03-25

To acquire remaining 54% of partnership, which holds assets in WY, MT, ND, TX, NM, AK & OK.

Encore Energy Partners LP, Houston, (NYSE: ENP) has received a proposal from Vanguard Natural Resources LLC (NYSE: VNR) to acquire 54% of the partnership, or all of the outstanding Encore Energy Partners common units it does not currently own, through a unit-for-unit exchange. The deal is valued at approximately $1.05 billion.

Vanguard is offering 0.72 Vanguard common units for each outstanding publicly held Encore Energy Partners common unit, representing 23.20 per unit or a $0.05 premium, based on the companies' March 24 closing prices. The proposed transaction would be structured as a merger of Encore Energy Partners with a wholly owned subsidiary of Vanguard.

Vanguard owns 100% of the general partner of Encore Energy Partners, and owns approximately 46% of the outstanding common units of Encore Energy Partners. Vanguard also owns oil and gas reserves in the southern Appalachian basin, the Permian Basin, South Texas and Mississippi.

Encore Energy Partners' 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.