Roc Oil Company Limited announced an off market takeover offer to acquire all of the ordinary shares in Anzon Australia. The offer price under the Anzon Takeover Offer will comprise 0.792 ROC shares plus A$0.05 cash per Anzon share.
Based on the closing price of ROC shares on 13 June 2008, this equates to A$1.65 per Anzon share, which is a 34% premium to the 1 month volume weighted average price of Anzon shares of A$1.23.
As jointly announced earlier today, ROC and Anzon Energy Limited (AEL), a company listed on the Alternative Investment Market of the London Stock Exchange and incorporated in Australia, concurrently intend to merge by way of a Scheme of Arrangement, which has been unanimously approved by the boards of both companies. The AEL Scheme is not dependent on the outcome of the Anzon Takeover Offer.
AEL is the major shareholder in Anzon, owning 52% of its fully diluted issued capital. If the AEL Scheme is completed and the Anzon Takeover Offer is not completed, ROC will replace AEL as the majority shareholder in Anzon.
In the event that ROC acquires 100% of both Anzon and AEL, ROC and Anzon/AEL shareholders will own the enlarged ROC group in approximately equal shares.
"This opportunity to combine ROC and Anzon for the benefit of both shareholder groups is both unique and compelling," said Andrew Love, Chairman of ROC. "ROC is genuinely excited by the possibility of bringing together our two companies to create a significant ASX and AIM listed oil and gas company".
Key Benefits of the Anzon Takeover Offer
If successful, the Anzon Takeover Offer will deliver a number of advantages to shareholders of the enlarged company. The main benefits include:
Increased Production: production of approximately 14,500 BOEPD from interests in eight producing fields in Australia, China, Mauritania and the North Sea, five of which would be operated by the enlarged company.
Increased Reserves: approximately 47 MMBOE net 2P oil reserves and best estimate gas and condensate resources.
Increased Scale: a pro forma market capitalization of approximately $1.2 billion. The enlarged company would be the 6th largest dedicated (non-integrated and conventional) oil and gas exploration and production company on ASX. In terms of 2P oil production and oil reserves, the enlarged company would be the 5th and 6th largest ASX oil company respectively. The enlarged company would be the largest non-FSU oil and gas company on AIM in terms of market capitalization, reserves and oil production.
Increased financial capacity: with combined unaudited cash flow from operations in 1Q2008 of approximately US$70 million from sales revenue of approximately US$133 million and a strong balance sheet.
Increased Appraisal and Development Project Portfolio: the enlarged company would have an attractive and diverse array of appraisal and development opportunities located in Australia, China, Angola and Mauritania.
Increased Exploration Potential: a unique exploration portfolio of global proportions, including substantial opportunities in Australia, West Africa and East Africa would reside within the enlarged company.
Increased Liquidity: currently, ROC has approximately 299 million shares on issue, which will increase to approximately 596 million if both the AEL Scheme and AZA Takeover Offer are successfully implemented. The combined shareholder base of the enlarged company will exceed 20,000, which, together with the increased level of issued capital, should provide greater liquidity for the enlarged company.
Strong Operating Ability: the enlarged company will occupy an unusual niche in the industry with a unique operating skill set ranging from onshore West Africa to offshore Australia and China, including unmanned and manned fixed platforms, as well as FPSO facilities.
Like-minded Cultures: as an established, full cycle (exploration to production) operating company, ROC shares with Anzon many aspects of corporate culture, including a high standard with regard to health, safety, environment and community matters, as well as corporate governance.
Capacity for Growth: the enlarged company would have the scale and financial capacity to pursue further organic and acquisition growth opportunities.
Increased Workforce Strength and Opportunities: the transaction will create substantial benefits for all stakeholders, including employees, who will have the opportunity to work in a larger and more diverse organization with a strong growth profile in Australia and internationally.