ROC receives takeover offer from undisclosed party

Australia’s independent oil company ROC has received a takeover offer from an undisclosed party.

ROC, which is already in takeover talks with Horizon Oil, today confirmed it has received “a confidential, unsolicited, indicative and incomplete proposal in relation to the acquisition of all the issued share capital of ROC.”

As required under the merger implementation deed between ROC and Horizon Oil dated 29 April 2014, following receipt of the proposal, ROC notified Horizon Oil of the approach.

“Shareholders do not need to take any action in response to the proposal. There is no certainty that the proposal will develop into a formal offer to ROC’s shareholders,” ROC said in a statement.

On 29 April 2014, Horizon Oil and Roc Oil announced that they had entered into a Merger Implementation Deed (MID) under which they had agreed to merge via a scheme of arrangement. The MID contains mutual exclusivity provisions which apply from the date of the MID until the date the Merger is implemented or the MID is terminated.

Related: ROC, Horizon to merge and create a ‘leading Asian E&P company’

The MID’s exclusivity provisions include a ‘no-shop’ restriction, a ‘no-talk’ restriction and a notification obligation in respect of any unsolicited approach.

Horizon confirmed ROC had notified it of the third party approach and added: “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.

“Accordingly, it is unclear whether this approach will eventuate or affect the timing of the proposed Merger. If a competing proposal does emerge, Horizon Oil will assess its position (including preservation of its rights under the MID) having regard to all available information at that time,” Horizon said in a statement.

“At this stage, Horizon Oil does not make any recommendation or express any view to Horizon Oil shareholders in relation to this matter. Horizon Oil will keep shareholders informed of any material
developments,” Horizon added.

Horizon said its Board of Horizon Oil remains committed to the Merger with Roc Oil. The First Court hearing date has been set for 3 July 2014 for approval of the convening of the Scheme meeting, with the Scheme Booklet scheduled to be issued shortly thereafter.