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 (Merger). 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. The MID’s exclusivity provisions include a ‘no-shop’ restriction, a ‘no- talk’ restriction and a notification obligation in respect of any unsolicited approach. Full terms of the MID are available via ASX’s website (released 29 April 2014).
Horizon Oil advises that it has received a formal notification from Roc Oil under clauses 11.5(a) and 11.5(c) of the MID, notifying that Roc Oil has received an indicative, non-binding and confidential approach by a third party and that Roc Oil is relying on the fiduciary exceptions to the ‘no-talk’ and detailed ‘notification’ obligations in the MID.
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.
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