Encana Corporation (Encana) (TSX, NYSE: ECA) and Athlon Energy Inc. (Athlon) (NYSE:ATHL) have announced that the two companies have entered into a definitive merger agreement for Encana to acquire all of the issued and outstanding shares of common stock of Texas-based Athlon by means of an all-cash tender offer for US$5.93 billion, as well as Encana assuming Athlon’s US$1.15 billion of senior notes, for a total transaction value of approximately US$7.1 billion, as noted in the companies' news release, below.  Closing of the transaction is expected by year-end 2014.

Latham & Watkins LLP advised Athlon on the transaction with a Houston-based corporate team led by partners Sean Wheeler and Michael Dillard with associates Enoch Varner, Kevin Richardson, Alcide King, Ryan Reiffert, Emily Korinek, Sheila Forjuoh, Brock Naeve and Matthew Olson.  Advice was also provided by Houston partner Craig Kornreich with associate Pamela Kellet on finance, Houston partner Tim Fenn and Los Angeles partner Ana O’Brien with Houston associate James Cole on tax, Houston partner Joel Mack with Alicia Handy on environmental matters, Washington, D.C. partner David Della Rocca with associates Adam Kestenbaum and Marysia Mullen on employee benefits, Houston partner Michael King on oil and gas transactional matters, and Washington, D.C. counsel Sydney Smith on antitrust.