Nov. 2--Encore Acquisition Co., a successful oil and natural gas firm based in downtown Fort Worth, is being acquired by Plano-based Denbury Resources in a deal that would create one of the largest independent exploration and production companies in North America that focuses primary on oil.

Denbury, which has substantial oil properties in Mississippi, said in an announcement Sunday that it will pay $2.64 billion in cash and stock for Encore.

The Denbury and Encore boards have approved the deal, which is expected to close in early 2010, subject to shareholders' approval. After the acquisition is complete, Denbury stockholders will own 63 to 68 percent of the new company, and Encore stockholders will own 32 to 37 percent.

Encore shareholders will receive $50 for each share held: $15 in cash and $35 in stock. The purchase price represents a 35 percent premium on the stock's closing price Friday.

Based on Encore's 52.8 million common shares outstanding on July 31, the acquisition is valued at about $2.64 billion. Denbury also plans to assume more than $1 billion in Encore debt and will take over Encore's minority stake in Fort Worth-based Encore Energy Partners, valued at nearly a half-billion dollars. In total, the companies estimate that the deal is worth $4.5 billion.

Encore Chairman Jon Brumley, in a telephone interview Sunday night, said he expects that "nearly all" Encore employees will have the opportunity to go with Denbury.

Denbury, which has some interests in the natural gas-rich Barnett Shale in North Texas, "will keep an office here [in Fort Worth] for a while, but I don't know for how long," Brumley said.

Encore has more than 400 employees, including about 300 in Fort Worth, where it has offices at Carter & Burgess Plaza, 777 Main St.

Brumley said the merger, in addition to offering Encore shareholders an attractive price for their stock, should become an "extremely successful" union of two companies that have focused heavily on oil, in contrast with most independent U.S. exploration and production companies, which have focused primarily on natural gas in recent years.

Brumley's son, Jonny Brumley, is Encore's CEO.

The father son-team made the cover of Forbes magazine several years ago when they were honored as entrepreneurs of the year for their launch of Encore, which has substantial operations in the Rocky Mountains, Wyoming, North Dakota, Texas and elsewhere.

Denbury holds properties in Mississippi, Louisiana, Alabama and Southeast Texas.