ROC meeting outcome report

ROC Oil’s contrary shareholders have been defeated in an attempt to thwart the $A800 million merger deal with Horizon Oil today.
Investment house Allan Gray had called for an extraordinary general meeting to try and allow Roc Oil shareholders to vote on the $800 million merger with Horizon Oil it previously called a “stupid deal”. Allan Gray, which reportedly owns 19% of Roc’s stock, aimed to change Roc’s constitution to achieve its goal but a resolution to amend the company's constitution was not carried. A total of 53.24% of shareholders voted against the resolution at the EGM with 46% in favour. Speaking at the meeting, Roc Oil chairman Mike Harding reminded shareholders that while the purpose of the request was for a special resolution to be put to shareholders to amend Roc's constitution, Roc was obliged by law to call and hold the meeting. “Your board has recommended that shareholders vote against the constitutional change being proposed today because it is designed to frustrate the proposed merger with Horizon Oil,” he said prior to the vote taking place. “We know from our discussions with many of our shareholders who voted in favour that they wished to send a protest vote to the Australian Securities Exchange about the current laws governing mergers. “We respect their right to do so but it would be regrettable if this protest vote aimed at legislators derailed the highly valuable merger with Horizon, which is in the best interests of all shareholders.” Harding said the decision to proceed with the merger was taken by the Roc board in good faith and after extensive due diligence. “The board is unanimous that the merger is in the best interests of Roc shareholders,” he added. A representative from Allan Gray also addressed the meeting prior to the vote being held. Meanwhile, a third bidder has entered the race for Roc Oil, re-igniting speculation over the identities of the newcomers. Roc advised the market yesterday that it has received a second confidential, unsolicited, indicative and incomplete proposal to acquire the company, of which it informed original suitor Horizon Oil. This newest bidder follows one in June, with both of the new parties allowed to withhold their identities, as their approaches are not yet competing transactions. Speculation on who the bidders could be has centred around Asian companies, with the Australian Financial Review naming Hong Kong’s Brightoil Petroleum, United Energy, Tamarind Energy and Malaysia’s Hibiscus Petroleum as suspects. Roc has responded to some of the speculation, striking Asian acquisition specialist Cliq Energy off the list, adding that it would be inappropriate to comment further. The company has advised that its shareholders do not need to take any action, and that there is no certainty that this newest proposal will develop into a formal offer.