Second Major Proxy Advisory Firm Recommends Shareholders Vote for Management’s Director Nominees and Vote BLUE Proxy

TORONTO, ONTARIO–(Marketwire – April 20, 2012) – EnerCare Inc. (TSX:ECI) ("EnerCare") today announced that a second major proxy advisory services firm, Glass Lewis & Co., LLC ("Glass Lewis"), has recommended that shareholders of EnerCare vote in favour of management's dire ctor nominees and against the resolution proposed by Octavian Advisors, LP ("Octavian") to enlarge the board and fill the additional seats with its own nominees.

Jim Pantelidis, Chair of the EnerCare Board of Directors, said, "We are extremely pleased that a second major proxy advisory firm, Glass Lewis, has recommended shareholders vote for the board nominees being proposed by management and against Octavian's proposal. Coming just two days after the report from Institutional Shareholder Services (ISS), we view this as overwhelming support for management. We encourage shareholders to vote their blue proxies and reject Octavian's dissident proposal, so that EnerCare can continue its strategy of long term sustainable growth for all shareholders."

In its April 19, 2012 report, Glass Lewis recommends that shareholders vote FOR all of management's nominees and AGAINST Octavian's proposal, and concluded:

"In evaluating the Dissident's claim of being a long-term shareholder, we believe its agreement to support a sale of the Company to Macquarie for C$6.45 (US$6.32) per share in 2010 casts doubt regarding its interest in maintaining a long-term position. First, the Dissident criticized the board for missing a potentially favorable exit opportunity in 2007 and suggests that the Company could may have reached a value of 11.0x EBITDA. However, we see that the Macquarie offer, as supported by the Dissident, would have valued the Company at just 5.6x LTM EBITDA. The Dissident's willingness to support the Macquarie offer causes us to question the investor's long-term interests.…With regard to the Dissident's corporate governance and other concerns, we find insufficient basis to warrant a change of leadership.…"

The Board of Directors and management of EnerCare encourage shareholders to vote their Blue proxies in support of management's nominees to protect shareholders' regular monthly dividends.


Shareholders should call Kingsdale Shareholder Services toll-free at 1-888-518-6813 or call collect at 416-867-2272 for assistance in voting the BLUE proxy.

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About EnerCare Inc.

EnerCare owns a portfolio of approximately 1.2 million installed water heaters and other assets, rented primarily to residential customers in Ontario. EnerCare also owns EnerCare Connections Inc., a leading sub-metering company, with metering contracts for condominium and apartment suites in Ontario, Alberta and elsewhere in Canada.

For more information about the upcoming April 30 annual and special meeting of shareholders, please visit You can also find more information about EnerCare on SEDAR at, on our investor website at or on our rentals and sub-metering business website at

Forward-looking Information

This news release contains certain forward-looking statements that involve various risks and uncertainties. The forward-looking information in this news release includes statements that reflect management's expectation regarding EnerCare's growth, results of operations, performance, business prospects and opportunities. Such forward-looking information reflects management's current beliefs and is based on information available to them and/or assumptions management believes are reasonable. Many factors could cause results to differ materially from the results discussed in the forward-looking information. Although the forward-looking information is based on what mana gement believes to be reasonable assumptions, EnerCare cannot assure investors that actual results will be consistent with this forward-looking information. All forward-looking information in this news release is made as of the date hereof. Except as required by applicable securities laws, EnerCare does not intend and does not assume any obligations to update or revise the forward-looking information, whether as a result of new information, future events or otherwise. A thorough discussion in respect of the material risks relating to the business and structure of EnerCare can be found in its current Annual Information Form, which is available on SEDAR at


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Media contact:
Navigator Ltd.
John Ratchford