SALT LAKE CITY, Dec. 8, 2015 /PRNewswire/ -- FX Energy,
Inc. (NASDAQ: FXEN) (the "Company") today announced that
Kiwi Acquisition Corp. ("Merger Sub"), a wholly-owned
subsidiary of ORLEN Upstream Sp. z o.o. ("ORLEN Upstream"),
has successfully completed its previously announced tender offer
(the "Tender Offer") for all of the outstanding shares of
common stock of the Company. The Tender Offer was made
pursuant to an Offer to Purchase dated October 27, 2015 (the "Offer to Purchase")
and under the terms and conditions of the previously announced
Agreement and Plan of Merger dated as of October 13, 2015 CET (October 12, 2015 MST) (the "Merger
Agreement") among the Company, ORLEN Upstream and Merger
Sub.
Computershare Trust Company, N.A., the depositary for the Tender
Offer, has indicated that, as of 12:01 a.m.,
Eastern time, on December 8,
2015, 37,080,788 shares of common stock of the Company were
validly tendered and not withdrawn in the Tender Offer (including
1,856,173 shares tendered pursuant to the guaranteed delivery
procedures set forth in the Offer to Purchase), representing
approximately 67.6% of the shares of common stock of the Company
issued and outstanding. The number of shares tendered
pursuant to the Tender Offer satisfies the non-waivable minimum
condition of the Tender Offer (i.e., that at least a
majority of the Company's outstanding shares of common stock
(determined on a fully diluted basis) and at least a majority of
the voting power of the Company's outstanding shares of capital
stock (determined on a fully diluted basis) have been validly
tendered and accepted for payment.) Merger Sub has accepted
for payment all shares of common stock that were validly tendered
and not withdrawn in the Tender Offer.
Merger Sub also announced today the commencement of a subsequent
offering period (the "Subsequent Offering Period") during
which holders of common stock of the Company who have not yet
tendered their shares will have the opportunity to do so. The
Subsequent Offering Period is scheduled to expire at 5:00 p.m., Eastern time, on Friday, December 18, 2015, unless extended.
Any shares validly tendered during this Subsequent Offering
Period will be accepted immediately for payment, and tendering
stockholders will thereafter promptly be paid the same $1.15 price per share of Company common stock,
net to such holder, without interest and less any applicable
withholding taxes, on the terms and subject to the conditions set
forth in the Offer to Purchase. The procedures for tendering
shares during the Subsequent Offering Period are the same as those
described for the Tender Offer in the Offer to Purchase, except
that shares tendered during the Subsequent Offering Period cannot
be delivered by the guaranteed delivery procedure and may not be
withdrawn.
The Subsequent Offering Period enables holders of shares of
common stock of the Company who did not tender during the initial
offering period to participate in the Tender Offer and receive the
offer price on an expedited basis rather than waiting until the
completion of the subsequent Merger described below and in the
Offer to Purchase. As described in the Offer to Purchase,
holders of shares of common stock of the Company will not have
dissenters' rights in connection with the Merger so long as the
common stock continues to be listed on the Nasdaq Global Select
Market. Accordingly, it is expected that the failure of a
holder that has not previously tendered its shares to tender such
shares during the Subsequent Offering Period will result only in
delay of the receipt by such holder of the consideration for such
shares.
Following the expiration of the Subsequent Offering Period,
ORLEN Upstream will acquire all of the remaining outstanding shares
of common stock of the Company by means of a merger (the
"Merger") of Merger Sub with and into the Company. In
the Merger, each outstanding share of common stock of the Company
not tendered and purchased in the Tender Offer (including during
the Subsequent Offering Period) will be converted into the right to
receive the same $1.15 per share
price, net to such holder of common stock in cash, without interest
thereon and less any required withholding taxes, provided in the
Tender Offer. If Merger Sub owns at least 90% of the
outstanding shares of common stock of the Company following the
Subsequent Offering Period and, if necessary, the exercise of the
top-up option granted by the Company to Merger Sub pursuant to the
Merger Agreement, Merger Sub intends to complete the Merger on an
expedited basis through a short-form merger without further action
by the holders of common stock. If Merger Sub owns less than
90% of the outstanding shares of common stock of the Company
following the Subsequent Offering Period and the top-up option is
not exercisable, the Company will convene a meeting of the holders
of its common stock to approve the Merger. As a result of
Merger Sub's acceptance for purchase of a majority of the
outstanding shares of common stock pursuant to the Tender Offer,
Merger Sub has sufficient voting power to approve the merger
without the affirmative vote of any other Company stockholder at
such stockholders meeting. ORLEN Upstream and Merger Sub have
agreed that they will vote all shares of common stock then owned by
them in favor of approval of the merger. Accordingly,
approval of the merger at the stockholders meeting is assured.
The Merger Agreement provides that all outstanding shares of the
Company's 9.25% Series B Cumulative Convertible Preferred Stock
will be called for redemption on the date on which Merger Sub
accepts shares for purchase pursuant to the Tender Offer.
Accordingly, notice of redemption of the preferred stock will
be delivered to holders of record of the preferred stock on
December 8, 2015 and posted to the
Company's website at www.fxenergy.com.
ABOUT FX ENERGY
FX Energy is an independent oil and gas exploration and
production company with production in the US and Poland. The Company's main exploration
and production activity is focused on Poland's Permian Basin where the gas-bearing
Rotliegend sandstone is a direct analog to the Southern Gas Basin
offshore England. The
Company trades on the NASDAQ Global Select Market under the symbol
FXEN. Website: www.fxenergy.com.
IMPORTANT ADDITIONAL INFORMATION AND WHERE YOU CAN FIND
IT
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. Merger Sub and ORLEN
Upstream have filed with the Securities and Exchange Commission
(the "SEC") a Tender Offer Statement on Schedule TO (as
amended, the "Schedule TO"), containing the Offer to
Purchase, the related form of Letter of Transmittal (the "Letter
of Transmittal") and other related materials and have mailed
the Offer to Purchase, Letter of Transmittal and related documents
to holders of the Company's common stock. The Company also
has filed a Solicitation/Recommendation Statement on Schedule 14D-9
(as amended, the "Schedule 14D-9") with the SEC. The
Schedule TO, Offer to Purchase, Letter of Transmittal, Schedule
14D-9 and related documents, as they may be amended or supplemented
from time to time, contain important information that should be
read carefully before any decision is made with respect to the
Tender Offer. These materials may be obtained for free by
directing a request by mail to Georgeson, Inc., 480 Washington
Boulevard, 26th Floor Jersey City,
NJ 07310 or by calling toll-free in the United States (888) 663-7851. These
materials also are available at no charge on the SEC's web site at
www.sec.gov.
FORWARD-LOOKING STATEMENTS
Statements in this press release regarding the proposed
transaction, the expected timetable for completing the proposed
transaction, benefits of the proposed transaction, future financial
and operating results and any other statements about the future
expectations, beliefs, goals, plans or prospects of FX Energy, Inc.
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any
statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates,"
"expects," "estimates" and similar expressions) should also be
considered to be forward-looking statements. There are a
number of important factors that could cause actual results or
events to differ materially from those indicated by such
forward-looking statements, including: the ability to consummate
the proposed transaction; the ability to obtain any remaining
requisite regulatory and stockholder approval and the satisfaction
of the other conditions to the consummation of the proposed
transaction; the potential impact of the announcement or
consummation of the proposed transaction on relationships,
including with employees, suppliers, customers and competitors; and
the other factors and financial, operational and legal risks or
uncertainties described in the Schedule 14D-9 (as amended) and the
Company's Annual Report on Form 10-K for the year ended
December 31, 2014 and other reports filed with the SEC under
the Securities Exchange Act of 1934. The Company disclaims
any intention or obligation to update any forward-looking
statements as a result of developments occurring after this date
except as required by law.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/fx-energy-announces-successful-completion-of-tender-offer-for-its-common-stock-by-orlen-upstream-and-commencement-of-subsequent-offering-period-by-orlen-upstream-300189640.html
SOURCE FX Energy, Inc.