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ENCOR BOARD RECOMMENDS ACCEPTANCE OF ENHANCED TALISMAN OFFER

 CALGARY, Alberta, April 15 /PRNewswire/ -- Encor Inc. (Toronto, Montreal: ECR) today announced that as a result of extensive negotiations it has received a revised proposal from Talisman Energy Inc. (Toronto, Montreal, Vancouver: TLM) to acquire all of the outstanding shares of Encor. The new proposal provides that Encor common shareholders will receive one common share of Talisman for 45 common shares of Encor compared to one Talisman common share for 60 Encor common shares under the original proposal. The improved exchange ratio will also apply to the conversion privilege on the 8.50 percent convertible debentures.
 The revised proposal will result in an increase of 887,145 Talisman shares to be received by Encor common shareholders for an aggregate of 3,548,576 Talisman common shares. This increase is comprised of 443,573 new shares from Talisman and 443,572 shares previously allocated to BCE Inc. in consideraton for its preferred shares of Encor. As a result of the adjustment, BCE would receive as holder of all the outstanding convertible preferred shares of Encor 11,061,393 Talisman common shares.
 The board of directors of Encor is unanimously recommending to the Encor common shareholders that they vote in favor of the revised proposal at the Annual and Special Meeting of Shareholders to be held on May 20, 1993. In arriving at its recommendation, the board considered a number of factors, including a report from the special committee of independent directors and a fairness opinion from Wood Gundy Inc., financial advisors to the special committee.
 Under the current proposal, the transaction will be structured as a plan of arrangement and be subject to court approval. In addition, it is proposed that the transaction be subject to the approval of the majority of the Encor common shares voted excluding those held by BCE, as well as two thirds of the votes cast by all common shareholders including BCE.
 Details of the proposed transaction including the reasons for the recommendation of the Encor board of directors will be set out in full in an information circular to be mailed to shareholders in the week commencing April 19, 1993.
 Encor's common shares trade on The Toronto Stock Exchange and the Montreal Exchange under the symbol "ECR."
 -0- 4/15/93
 /CONTACT: C.W. Fischer, president and CEO, 403-231-6036, or E. Susan Evans, VP of Law and Corporate Affairs, 403-231-6066, both of Encor/
 (ECR.)


CO: Encor Inc.; Talisman Energy Inc. ST: Alberta IN: OIL SU:

JL-MS -- LA012 -- 6172 04/15/93 11:08 EDT
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Publication:PR Newswire
Date:Apr 15, 1993
Words:419
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/C O R R E C T I O N -- TALISMAN ENERGY INC./

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