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==Battle strength==
 
==Battle strength==
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After Major-General Hendrik Klopper’s surrender at Tobruk, both sides found themselves exhausted and weakened from the tough fighting. Nevertheless on 23 June 1942, Rommel seized the initiative. Rommel planned to strike first the British strongpoint locted south of Mersa Matruh, where Lieutenant-General William Gott’s XIIIth Corps, comprising the 1st British Armored Division and the 2nd New Zealand Division were positioned. He then planned to pass through the 15th Panzer Division and Italian ''Trieste'' and ''Ariete'' Armoured Divisions to cut off and encircle Mersa Matruh.
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After Major-General Hendrik Klopper’s surrender at Tobruk, both sides found themselves exhausted and weakened from the tough fighting. Nevertheless, on 23 June 1942, Rommel seized the initiative. Rommel planned to strike first the British strongpoint locted south of Mersa Matruh, where Lieutenant-General William Gott’s XIIIth Corps, comprising the 1st British Armored Division and the 2nd New Zealand Division were positioned. He then planned to pass through the 15th Panzer Division and Italian ''Trieste'' and ''Ariete'' Armoured Divisions to cut off and encircle Mersa Matruh.
    
Rommel’s formations had commandeered captured British vehicles for their advance as many Axis vehicles had been worn out or lost in the fighting. He had on paper, the 15th Panzer, 21st Panzer and 90th Light Divisions, supported by the Italian ''Brescia'', ''Trento'', ''Trieste'', ''Ariete'' and ''Littorio'' Divisions. In reality, the Germans had only 44 tanks left in service for the forthcoming battle while Italians had only 14 operational tanks. To make matters worse, the three German divisions were much reduced in numbers and had only a combat strength of around 2,500 men left. But the Italian divisions would remedy the situation, with 6,000 available combat troops. The British Commonwealth forces on the other hand, had eight strong infantry brigades in position, with the British 1st British Armored Division at full strength with 160 tanks.
 
Rommel’s formations had commandeered captured British vehicles for their advance as many Axis vehicles had been worn out or lost in the fighting. He had on paper, the 15th Panzer, 21st Panzer and 90th Light Divisions, supported by the Italian ''Brescia'', ''Trento'', ''Trieste'', ''Ariete'' and ''Littorio'' Divisions. In reality, the Germans had only 44 tanks left in service for the forthcoming battle while Italians had only 14 operational tanks. To make matters worse, the three German divisions were much reduced in numbers and had only a combat strength of around 2,500 men left. But the Italian divisions would remedy the situation, with 6,000 available combat troops. The British Commonwealth forces on the other hand, had eight strong infantry brigades in position, with the British 1st British Armored Division at full strength with 160 tanks.
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On 26 June, the Brescia and Trento Divisions reached the outskirts of Mersa Matruh. The next morning, the 90th Light Division attacked the 9th Battalion ''Durham Light Infantry'' dug in about 27 kilometers (seventeen miles) south of Mersa Matruh and captured, after some tough fighting,the British strongpoint along with 300 troops.  
 
On 26 June, the Brescia and Trento Divisions reached the outskirts of Mersa Matruh. The next morning, the 90th Light Division attacked the 9th Battalion ''Durham Light Infantry'' dug in about 27 kilometers (seventeen miles) south of Mersa Matruh and captured, after some tough fighting,the British strongpoint along with 300 troops.  
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The 2nd New Zealand Divison was in process of taking up positions at Minqar Qaim, 40 kilometers (25 miles) south of Mersa Matruh, when a report was received that a large enemy armored force was approaching. The Italians undoubtedly played an important part in the advance with the Brescia and Trento Divisions shelling Mersa Matruh and the Bersaglieri Corps capturing the Gurkha forces that had escaped the Tobruk fighting. A British soldier, Les Davies recalled the Italian bombardment, ''"You will have read about the boxes formed in the desert, the loss of Tobruk and the fast moving battles we have had. Well the last one of all, Mersa Matruh, was the worst, I will never forget it. We were in a box and Jerry shelled from all sides and continued day and night and we had to break out at the finish or be taken prisoner.”''<ref>[http://www.comandosupremo.com/mersa.html Shelled From All Sides The Battle of Mersa Matruh]</ref>
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The 2nd New Zealand Division was in process of taking up positions at Minqar Qaim, 40 kilometers (25 miles) south of Mersa Matruh, when a report was received that a large enemy armored force was approaching. The Italians undoubtedly played an important part in the advance with the Brescia and Trento Divisions shelling Mersa Matruh and the Bersaglieri Corps capturing the Gurkha forces that had escaped the Tobruk fighting. A British soldier, Les Davies recalled the Italian bombardment, ''"You will have read about the boxes formed in the desert, the loss of Tobruk and the fast moving battles we have had. Well the last one of all, Mersa Matruh, was the worst, I will never forget it. We were in a box and Jerry shelled from all sides and continued day and night and we had to break out at the finish or be taken prisoner.”''<ref>[http://www.comandosupremo.com/mersa.html Shelled From All Sides The Battle of Mersa Matruh]</ref>
    
In the meantime, General der Panzertruppe [[Ulrich Kleeman]], took the 90th Light Division around the southern flank of the 10th British Corps, and cut the coastal road about thirty kilometers east from Mersa Matruh. That night, Gott decided in view of the condition of the New Zealand Division, which had been weakened, more by artillery fire than by direct enemy action, to withdraw to El Alamein
 
In the meantime, General der Panzertruppe [[Ulrich Kleeman]], took the 90th Light Division around the southern flank of the 10th British Corps, and cut the coastal road about thirty kilometers east from Mersa Matruh. That night, Gott decided in view of the condition of the New Zealand Division, which had been weakened, more by artillery fire than by direct enemy action, to withdraw to El Alamein
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