Cordero Energy Inc.

Cordero Energy Inc.

June 13, 2008 21:41 ET

Cordero and ENMAX Agree to Extend $4.75 Cash Offer and Approve Cordero Conditional Dividend of $0.45 Per Share

CALGARY, ALBERTA--(Marketwire - June 13, 2008) - Cordero Energy Inc. ("Cordero")(TSX:COR) announced today that Cordero and ENMAX Acquisition Corp., an indirect wholly-owned subsidiary of ENMAX Corporation (collectively "ENMAX"), have agreed to extend and amend their agreement dated February 18, 2008 respecting the ENMAX offer to acquire all of the issued and outstanding common shares of Cordero (the "Agreement"). The details of the amendment are as follows:

Conditional upon ENMAX receiving and taking up the minimum number of shares under the ENMAX offer:

- all Cordero shareholders of record as at 4:29 p.m. on the expiry date of ENMAX's offer will receive a $0.45 per share cash dividend payable from Cordero; and

- tendering Cordero shareholders will receive $4.75 cash per share from ENMAX,
resulting in total cash consideration of $5.20 per share to tendering shareholders.

Other amendment terms:

- the Outside Date as defined in the Agreement has been extended to 4:30 p.m. (Calgary time) on June 27, 2008;

- all other material terms of the Agreement shall remain substantially the same; and

- the amendment is conditional upon Cordero receiving the appropriate governmental, regulatory, exchange and third party approvals, most of which have been obtained.

In accordance with the Agreement and having considered the terms of the amended offer, the advice of its legal and financial advisors, the Fairness Opinion provided to the Board of Directors by Tristone Capital and additional matters, the Board of Directors, (i) unanimously determined that the amended offer is in the best interests of Cordero shareholders, (ii) unanimously approved the amended offer, and (iii) unanimously recommends that Cordero shareholders accept the amended offer and tender their Cordero shares to the amended offer.

Notwithstanding the recommendation of the Board of Directors above, Cordero shareholders who are in doubt as to how to respond should consult with their investment advisor, lawyer or other professional advisor. Cordero shareholders are advised that acceptance of the amended offer may have tax consequences and they should consult their professional advisors.

A notice of extension and amendment will be mailed to Cordero's shareholders.

Copies of the notice of extension (in both English and French) will be filed with various securities regulatory authorities in Canada and will be available on the SEDAR website ( under Cordero's profile.

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