Roc Oil fields third party bid

Proposed 'merger of equals' between Roc, Horizon Oil under threat from unnamed third party.

The proposed merger between Roc Oil (ROC) and Horizon Oil has been thrown a curveball (HZN), after it was revealed an unidentified third party has lobbed a bid for Roc.

Horizon said it had been advised that Roc has received an an indicative, non-binding and confidential approach by a third party.

"At this time, Horizon Oil does not have any further information in relation to the identity of the other party, the material details of the approach or whether discussions are continuing between Roc Oil and the third party," Horizon said.

"Accordingly, it is unclear whether this approach will eventuate or affect the timing of the proposed merger."

Horizon's board said it remained committed to the proposed merger with Roc Oil and would not make any recommendation or express any view to shareholders in relation to this matter.

In April, Horizon and Roc entered into a merger implementation deed, which included exclusivity provisions such as a ‘no-shop’ restriction, a ‘no-talk’ restriction and a notification obligation in respect of any unsolicited approach.

Roc informed Horizon it is relying on the fiduciary exceptions to the ‘no-talk’ and detailed ‘notification’ obligations in relation to the third party offer.

The all-scrip Roc-Horizon merger would create a new player with a market capitalisation of $800 million and has gained the endorsement of Roc's board, who recommended shareholders back the deal. 

Earlier this month, independent expert Grant Samuel concluded the "merger of equals" between Roc Oil and Horizon Oil is in the best interests of Roc shareholders.

Grant Samuel concluded the proposed deal was fair to Roc shareholders and noted that merger benefits significantly outweigh disadvantages.

Roc's board also urged its shareholders to vote against a resolution to change the company's constitution and therefore frustrate the merger. The resolution is expected to be moved at an extraordinary general meeting in July and was requested by fund manager Allan Gray.

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