UPDATE 1-Anzon Australia recommends Roc Oil's takeover

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PERTH, Sept 8 (Reuters) - Oil and gas firm Anzon Australia Ltd AZA.AX on Monday recommended its shareholders accept larger rival Roc Oil Ltd's (ROC.AX) A$349 million ($288 million) cash and script takeover offer.

Roc offered 0.792 of its own shares and 5 Australian cents in cash for Anzon Australia. The offer is worth about A$0.94 a share based on current market valuations, according to Reuters calculations, down from the initial implied value of A$1.65 a share when Roc first launched the bid in June.

In its first response to the takeover, Anzon said that although Roc's share price has fallen sharply since June, a majority of the board at Anzon Australia believe that the relative value in a combined entity was reasonable.

"On balance, Anzon Australia shareholders will achieve greater value for their Anzon shares by accepting the Roc offer than if they reject the Roc offer and remain as minority shareholders," Anzon said in a statement.

Roc won a 53.1 percent controlling stake in Anzon Australia last week after shareholders from London-based parent Anzon Energy ANZE.L approved the merger through a scheme of arrangement.

Shares in Roc, which has a market value of about A$336 million, were up 3.2 percent at A$1.125 by 0332 GMT. Hit by falling oil prices and exploration disappointments, Roc's stock has fallen about 73 percent since mid-June when it first launched the takeover.

Anzon Australia's shares were down 0.5 percent at A$0.92, indicating that investors were not expecting a higher offer.

Roc acquisition of Anzon, which has a 40 percent stake in the Basker Manta Gummy oil field off Victoria, would increase its oil production by an additional 4,000 barrels per day (bpd).