2009-08-17-2008-07-01

Offer to acquire co. with 40% interest in Basker, Manta, Gummy fields in Bass Strait.

Sydney-based Roc Oil Co. Ltd. (Australia; London AIM: ROC) has made an off-market takeover offer to acquire Anzon Australia Ltd. (Australia: AZA). Roc has offered 0.792 shares plus A$0.05 cash per Anzon share. Based on the closing price of Roc shares on June 13, this equals A$1.65 per Anzon share, a 34% premium to the one-month volume weighted average price of Anzon shares of A$1.23. Roc is currently merging with Anzon Energy Ltd., which holds a 52% stake in Anzon Australia. If the merger with AEL is completed but the Anzon takeover rejected, Roc will replace AEL as the majority shareholder in Anzon. ROC chairman Andrew Love says, "This opportunity to combine Roc and Anzon for the benefit of both shareholder groups is both unique and compelling. 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" Comibined production would be approximately 14,500 barrels of oil per day from interests in eight producing fields in Australia, China, Mauritania and the North Sea, five of which would be operated by the enlarged company. Pro forma proved plus probable reserves would be approximately 47 million barrels of oil equivalent net. The pro forma market capitalization would be approximately A$1.2 billion. Anzon's principal asset is a 40% interest in the Basker, Manta and Gummy fields in Bass Strait, of which Anzon is also the operator. Gresham Advisory Partners Ltd. is advisor to Roc.