Cordero Energy Inc.

Cordero Energy Inc.

June 24, 2008 13:52 ET

Cordero Energy Inc. Reaffirms Recommendation

CALGARY, ALBERTA--(Marketwire - June 24, 2008) - Cordero Energy Inc. (TSX:COR) ("Cordero"") confirms that it received a third written proposal from Ember Resources Inc. ("Ember") on June 19, 2008 documenting Ember's desire to enter into exclusive negotiations with Cordero to acquire all of the issued and outstanding shares of Cordero by way of a court and shareholder approved plan of arrangement. ENMAX Corporation ("ENMAX") has an outstanding offer to Cordero shareholders to acquire all of the outstanding common shares of Cordero for $5.20 cash for each share (the "ENMAX Offer"), which expires at 4:30 p.m. (Calgary time) on June 27, 2008. The ENMAX Offer has been made in accordance with the terms of the Pre-Acquisition Agreement dated February 18, 2008, as amended, between Cordero and ENMAX (the "ENMAX Agreement"). Pursuant to Section 11.1 of that agreement, on June 19, 2008 ENMAX requested in writing that the Board of Directors of Cordero (the "Board") reaffirm its recommendations to Cordero shareholders in respect of the ENMAX Offer. Additionally, following receipt of the Ember Proposal, ENMAX authorized Cordero to engage with Ember in order to allow the Board to discharge its fiduciary duties. As a result, Cordero and its advisors exchanged information and held discussions with Ember and its advisors. The Board has carefully considered Ember's proposal including the advice received from both Cordero's financial advisor and legal counsel and, based on the information exchanged and discussions held, has determined that the Ember proposal is not a "Superior Proposal" as contemplated within the ENMAX Agreement to the outstanding ENMAX Offer. Further, Cordero's financial advisor has reaffirmed to the Board its fairness opinion respecting the ENMAX Offer.

Accordingly, the Board does hereby reaffirm its recommendations to Cordero shareholders regarding the ENMAX Offer as set out in its Directors' Circular dated March 10, 2008 previously sent to all shareholders, including its recommendation that the ENMAX Offer is in the best interests of shareholders of Cordero and that shareholders of Cordero should accept the ENMAX Offer and tender their shares thereto.

Cordero is an independent exploration and development company pursuing conventional oil and natural gas production and reserves as well as coalbed methane development in western Canada. Cordero is based in Calgary, Alberta.

Contact Information

  • Cordero Energy Inc.
    David Elgie
    President and Chief Executive Officer
    (403) 265-7006
    Cordero Energy Inc.
    Dean Setoguchi
    Vice President and Chief Financial Officer
    (403) 265-7006