DENVER, April 15 /PRNewswire-FirstCall/ -- Tom Brown, Inc. (NYSE: TBI)
announced today that it has agreed to be acquired by a wholly-owned subsidiary
of EnCana Corporation (NYSE: ECA; TSX) for $48.00 per share in cash through a
tender offer.  The transaction price represents a 24% premium over the $38.77
closing price of Tom Brown common stock on April 14, 2004.  Total
consideration for the transaction is approximately $2.7 billion, including
assumed debt.  The Board of Directors of Tom Brown has unanimously approved
the transaction.
    Tom Brown's Chairman, CEO and President, Jim Lightner, stated, "Our Board
of Directors, management team and I believe this offer reflects a fair value
for the Company's proven and potential resource base.  We are very proud of
our people and our Company's accomplishments and believe that EnCana's offer
is indicative of our success."
    Under the terms of the merger agreement, the all-cash transaction is
structured as a first step tender offer for all of the common shares of Tom
Brown at $48.00 per share, followed by a cash merger to acquire for $48.00 per
share any shares of Tom Brown that remain outstanding after the closing of the
tender offer.  EnCana has agreed to commence the tender offer within the next
10 business days.  Closing of the tender offer is subject to customary closing
conditions, including the valid tender of at least a majority of the
outstanding shares of common stock and regulatory approvals.  A vote of Tom
Brown's stockholders will be required only if less than 90% of Tom Brown's
shares are tendered into the EnCana offer.
    Additional details regarding the tender offer and the transaction will be
disclosed in tender offer documents which will be filed concurrently with
commencement of the tender offer.
    Petrie Parkman & Co. provided financial advisory services and JPMorgan
rendered a fairness opinion to Tom Brown.  Vinson & Elkins LLP provided legal
advice to Tom Brown regarding this transaction.
    Tom Brown is a Denver, Colorado based independent energy company engaged
in the exploration for, and the acquisition, development, production and
marketing of natural gas, natural gas liquids and crude oil in North America.
    With an enterprise value of approximately US$25 billion, EnCana is one of
the world's leading independent oil and gas companies and North America's
largest independent natural gas producer and gas storage operator.

    This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities of Tom Brown.  The tender offer will be made
solely by an Offer to Purchase and related Letter of Transmittal to be
disseminated to the stockholders upon the commencement of the tender offer.
Tom Brown stockholders are advised to read the Offer to Purchase on Schedule
TO and the Solicitation/Recommendation of the Board of Directors of Tom Brown
on Schedule 14D-9, each of which will be filed with the Securities and
Exchange Commission, when they are available because they will contain
important information.  The Offer to Purchase, the Solicitation/Recommendation
Statement and any other relevant documents filed with the Securities and
Exchange Commission will be made available to stockholders of Tom Brown at no
expense to them.  These documents will also be available without charge at the
Securities and Exchange Commission's website at http://www.sec.gov.

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