UPDATE 1-China's Fosun agrees $441 mln takeover of Australia's Roc Oil

Sun Aug 3, 2014 8:02pm EDT

* Fosun bid superior to Horizon merger, Roc says

* Offer at 10 pct premium to Roc's close on Friday

* Fosun looks to enter oil business (Adds Fosun comment, Horizon deal opposition)

MELBOURNE, Aug 4 (Reuters) - Australia's Roc Oil Co Ltd on Monday accepted a A$474 million ($441 million) takeover offer from Chinese conglomerate Fosun International Ltd , saying it was better than its plan to merge with Horizon Oil Ltd.

A takeover of Roc will give Fosun its first oil assets, with stakes in Australia, China, Malaysia and the UK North Sea. Roc produced 2.7 million barrels of oil equivalent in 2013.

Fosun has offered A$0.69 a share, a 10 percent premium to Roc's close last Friday and a 23 percent premium to Roc's share price the day before it announced it had received a tentative takeover proposal from an unidentified party.

"The proposal to purchase all of Roc's shares for cash is superior when considered against the alternative merger of equals with Horizon and offers a significant premium to share price performance," Roc Chairman Mike Harding said in a statement.

Rival oil and gas producer Horizon's shareholders had been due to vote on Aug. 7 on a nil premium merger with Roc Oil that would have given Roc shareholders a 42 percent stake in a $915 million combined company.

The agreement with Fosun, which is subject to Australian foreign investment approval, comes after Roc's top shareholder, Allan Gray, fought to block the Horizon deal.

Allan Gray wanted to make the company hold a vote on the deal but that was not required under Roc's constitution. The fund manager failed to win enough shareholder support to change Roc's constitution to require a vote on an all-scrip merger.

Fosun, primarily an insurance company, has moved on Roc Oil at the same time as the Chinese firm is engaged in a bidding war for French holiday group Club Mediterranee.

"The reason for the company entering into the Bid Implementation Agreement, and the Proposed Transaction, is to enable the group to enter the upstream oil & gas industry and acquire oil & gas assets," Fosun said in a statement to the Hong Kong stock exchange on Monday.

($1 = 1.0747 Australian Dollars) (Reporting by Sonali Paul; Editing by Stephen Coates)