Roc holders should vote to change the ROC constitution and stop this 28% bonus to HZN shareholders for being allowed to TO the smaller ROC.
The farcical situation with this HZN TO is as crazy as bro'!
Isn't it always the smaller co. that gets a TO premium price not the larger co.!?
What a sham. So much for their "merger of equals" claim.
HZN announced the Independent Experts Report by Deloitte on 2nd July.
I googled up this story from the Australian [available free online] in which Matt Chambers notes the minimum 17% bonus premium for HZN holders, which is irrelevant I say and understates the actual premium because it is calculated from the HZN 5day VWAP preceding the merger ann', which was so "after the horse had bolted" as the HZN sp surged to 37c during those 5 days.
So forget the 17% minimum, the real range of bonus HZN holders' premium is between 24% to 28% [10day VWAP and 30day VWAP].
Yes that is the real HZN reverse takeover premium ROC holders are giving to the HZN holders and 24%-28% are indeed the relevant figures from the Deloitte Report ann'. "The report contrasts with an earlier Roc-commissioned independent expert’s report by Grant Samuel that said the merger was a genuine merger of equals on a nil premium basis that is in the best interests of Roc shareholders."
ROC holders are being fleeced, even according to the Horizon' commissioned Independent Experts [Deloitte]!
Roc’s Horizon Oil bid ‘pays premium’ MATT CHAMBERS
ROC Oil is paying a control premium of up to 28 per cent in its planned $800 million merger with Horizon Oil, according to an independent expert’s report, which is in contrast to the parties billing it as a merger of equals without a premium.
The Deloitte report potentially strengthens a move by Roc’s major shareholder, Allan Gray, to let Roc shareholders vote on the deal, which is structured so it only needs approval from Horizon shareholders.
The report, released by Horizon yesterday, found the proposed scheme of arrangement was fair and reasonable for Horizon shareholders.
Deloitte said the scrip deal would see Roc pay an implied control premium if between 17 per cent and 28 per cent.
“The implied premium for control, based on share price analysis, is towards the low end of the typical range (20-40 per cent) we have observed in Australia over the course of the last 10 years,” Deloitte said.
But the deal, which will see Horizon hold 58 per cent of a merged company, has been presented by both companies as a nil-premium merger of equals.
And given Roc is the smaller company, normal practice would be for Roc shareholders, if anyone, to receive the control premium.
The report contrasts with an earlier Roc-commissioned independent expert’s report by Grant Samuel that said the merger was a genuine merger of equals on a nil premium basis that is in the best interests of Roc shareholders.
While the Roc board has unanimously approved the deal, its structure and the valuation has angered 20 per cent Roc shareholder Allan Gray, which has called an extraordinary general meeting next week to change the company’s constitution so Roc shareholders can vote on the deal.
Roc’s board has recommended shareholders reject the move.
Angered he had not been consulted and would have no vote on the Horizon deal, Allan Gray managing director Simon Marais called the deal “crazy” and “stupid” when it was announced on April 29 and had campaigned against it ever since.
Roc chairman Michael Harding, who would chair the merged company, said the deal would give Roc access to Horizon’s Papua New Guinea growth assets and was one of the most attractive he had seen.
He has characterised Allan Gray’s campaign as one driven by a shareholder intent on cash returns over growth.
Australia’s four main proxy firms, CGI Glass Lewis, the Australian Council of Superannuation Investors, Ownership Matters and ISS have all recommended shareholders vote in favour of Allan Gray’s resolution, based on governance principles.
“We believe shareholders, as owners of the company, should be provided with a platform to express their views on major transactions that will significantly affect their ownership interests or the value of their investments,” CGI Glass Lewis said.
Roc said it had an incomplete competing approach from an unnamed third party but refused to divulge details or how the terms compared with the Horizon deal, where Horizon shareholders would receive 0.724 Roc shares for every Horizon share held.
Originally published as Roc’s Horizon Oil bid ‘pays premium’
ROC Price at posting:
58.5¢ Sentiment: None Disclosure: Unspecified
(20min delay)