HOUSTON, April 30 /PRNewswire-FirstCall/ -- Bois d'Arc Energy, Inc. ('Boisd'Arc') (NYSE: BDE) and Stone Energy Corporation ('Stone') (NYSE: SGY) todayjointly announced that they have entered into a definitive merger agreementpursuant to which Stone will acquire Bois d'Arc. Under the terms of themerger agreement, Bois d'Arc stockholders will receive $13.65 in cash and0.165 shares of Stone common stock for each share of Bois d'Arc common stock.The transaction has an aggregate value of approximately $1.8 billion.

The combination of these two companies will result in one of the largestGulf of Mexico-focused operating companies, with a solid production base, astrong portfolio for continued development of proved and probable reserves,and an extensive inventory of exploration opportunities.

'Bois d'Arc is an outstanding fit with Stone given the complementary assetbases, strategies and skill sets of the two companies,' said David Welch,Chief Executive Officer of Stone. 'Stone is a strong exploitation anddevelopment company and combined with Bois d'Arc's outstanding inventory ofshelf exploration prospects, the combined company will be a leading Gulf ofMexico producer. The transaction will be accretive to Stone on a 2008 cashflow basis and the combined entity is expected to generate significant freecash flow which will continue to strengthen its balance sheet.'

Following the merger, Stone expects to produce over 300 Mmcfe per day andhave over 700 Bcfe of estimated proved reserves and approximately 275 Bcfe ofestimated probable reserves, with a multi-year exploration prospect inventory,extensive 3D seismic coverage over the Gulf of Mexico, and a materialleasehold position of over 800,000 net undeveloped acres.

Gary Blackie, Chief Executive Officer of Bois d'Arc, stated, 'Stone hasthe cash flow as well as the depth of personnel and the infrastructure inplace to effectively capture the full value of Bois d'Arc's extensive prospectinventory. The case for combining the two companies is extremely compelling tothe Bois d'Arc stockholders.'

Stone expects to fund the transaction utilizing existing cash on itsbalance sheet, borrowings from a proposed new $700 million credit facilityunderwritten by Bank of America, N.A., and the issuance of approximately 11.3million shares of Stone common stock. The transaction is expected to close inthe third quarter of 2008.