Under its off-market offer for Anzon, Roc will offer Anzon shareholders 0.792 Roc shares and 5c in cash for each Anzon share.

The offer is subject to Roc receiving 100% acceptance of Anzon Energy under its scheme of arrangement offering 1.33 Roc shares for each Anzon Energy share, which has been unanimously recommended by the boards of both companies.

This represents a 35% premium to the closing price of Anzon Energy shares on June 13.

However, the independent directors of Anzon Australia have advised its shareholders to take no

action until they had an opportunity to consider the offer and make a recommendation.

Roc said the successful completion of the takeover will create a combined company with about 47 million barrels of oil equivalent in net 2P (proven and probable) oil reserves, as well as best estimate gas and condensate resources; production of about 14,500boe per day; and market capitalisation of about $1.2 billion.

The combined company will have production and reserves in eight producing fields as well as development, appraisal and advanced exploration projects in Australia, China, Mauritania, Angola and the North Sea.

Anzon Energy chairman Michael Arnett said the merger gives Anzon's shareholders the opportunity to realise value for their investment by becoming part of a larger, more diverse organisation.

The offer is expected to close in September, subject to any extensions.

The latest agreement comes just a month after the planned merger between Nexus Energy and Anzon fell apart over a disagreement on revised merger terms following unexpected drilling results at Anzon's Basker oil project.