Background and termination of Roc merger
On Tuesday 29 April 2014, Horizon Oil Limited (Horizon Oil) and Roc Oil Company Limited (Roc) entered into a Merger Implementation Deed (MID) under which they agreed to merge via a Horizon Oil scheme of arrangement (Scheme). Under the proposed Scheme, Horizon Oil shareholders were to receive 0.724 new Roc shares for each Horizon Oil fully paid share they held. The Scheme was subject to a number of conditions precedent.
On Monday, 4 August 2014, Roc announced that it had entered into a bid implementation agreement in respect of a superior proposal made by Fosun International Limited (Fosun) under which it was proposed that Fosun (or one of its subsidiaries) would acquire all of the issued shares in the capital of Roc for A$0.69 cash per share by way of an off-market takeover (Fosun Offer). The Roc board unanimously recommended the Fosun Offer to Roc shareholders.
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