Sydney - Monday - June 16: (RWE Aust Business News) - Roc Oil (ASX:ROC) and Anzon Energy will merge to create a significant independent upstream oil and gas company listed on the Australian Stock Exchange and the Alternative Investment Market of the London Stock Exchange. The merged company will have attributable production and reserves in eight producing fields and development, appraisal and advanced exploration projects in Australia, China, Mauritania, Angola and the North Sea. The merger will be effected by way of a scheme of arrangement under which ROC will acquire all of the issued share capital of Anzon Energy. Concurrently, ROC proposes to make an offer for all the outstanding shares in Anzon Australia (ASX:AZA), a company in which Anzon Energy has a 52 per cent fully-diluted shareholding, by way of an off market takeover offer. The Anzon Energy scheme is not dependent on the outcome of the Anzon takeover offer. Following completion of the scheme, ROC will own a fully-diluted 52pc of AZA and will consolidate the attributable reserves and the financial results of AZA. As Anzon Energy's only material asset is its shareholding in AZA, the offer price for each share has been set by reference to the offer price under the AZA takeover offer, and will be adjusted for Anzon Energy's net cash position at the record date of the scheme. The exact number of ROC shares to be issued as consideration will be calculated based on the final Anzon Energy price and on ROC's closing share price on 13th June 2008 of $2.02. It is currently estimated that ROC will issue in the order of 150 million shares, representing 33pc of the issued capital of the merged company. On the basis of Anzon Energy's current estimate of its net cash position at the record date of the scheme, the merger ratio is 1.33 ROC shares for every Anzon share. Its value therefore is $303 million or $2.69 per share (assuming an AUD/GBP exchange rate of 0.485). The merger of ROC and AEL will create a leading independent Australian and international oil and gas producer with attributable net 2P oil reserves and best estimate contingent gas and condensate resources of at least 34 MMBOE.
ROC Price at posting:
0.0¢ Sentiment: Buy Disclosure: Held
