PKN ORLEN Announces Completion of Merger of Kiwi Acquisition Corp. with FX Energy, Inc.
Polski Koncern Naftowy ORLEN S.A. (WSE: PKN) (“PKN ORLEN”) today
announced the successful completion of the merger (the “Merger”)
of its indirectly wholly owned subsidiary, Kiwi Acquisition Corp. (“Merger
Sub”), a wholly owned subsidiary of ORLEN Upstream Sp. z o.o., a
Polish private limited company (“Parent”), with FX Energy, Inc.
(NASDAQ: FXEN) (the “Company”).
The Company held a meeting of its stockholders today to approve the
Merger, during which meeting the Merger was approved by a vote of the
Company’s stockholders in accordance with Nevada law. At the effective
time of the Merger, Merger Sub merged with and into the Company and the
separate existence of Merger Sub ceased, with the Company being the
surviving corporation of the Merger (the “Surviving Corporation”)
and continuing as a wholly owned subsidiary of Parent. As a result of
the Merger, each of the Company’s shares of common stock (the “Shares”)
issued and outstanding immediately prior to the effective time of the
Merger (other than Shares that were held by Parent, Merger Sub or the
Company, or any of their wholly owned subsidiaries) has, by virtue of
the Merger and without any action on the part of the holders of the
Shares, been cancelled and extinguished and converted into the right to
receive $1.15 per share, net to such holder of Shares in cash, without
interest thereon and less any required withholding taxes. Each share of
common stock of Merger Sub issued and outstanding immediately prior to
the Effective Time has, by virtue of the Merger and without any action
on the part of the holder thereof, been converted into and become one
validly issued, fully paid and nonassessable share of common stock of
the Surviving Corporation.
All Shares will cease to be traded on the Nasdaq Global Select Market
and the Company will be deregistered under the Exchange Act.
About PKN ORLEN
PKN ORLEN (WSE: PKN) is one of the largest petroleum and petrochemical
corporations in Central and Eastern Europe and the largest one in Poland
in terms of revenues. For the year ended December 31, 2014, PKN ORLEN
reported consolidated revenue of approximately USD 33 billion and
consolidated assets of approximately USD 13 billion. PKN ORLEN is one of
the blue chip stocks traded on the Warsaw Stock Exchange and its market
capitalization as of December 30, 2015 was approximately USD 7.48
billion. PKN ORLEN operates six refineries and the region’s largest
network of service stations located in Poland, the Czech Republic,
Germany and Lithuania. PKN ORLEN also processes crude oil into gasoline,
diesel oil, fuel oil and aviation fuel, is a leading producer of
petrochemicals, and its products are used as basic feedstocks by a large
number of chemical companies across the region. PKN ORLEN and its
subsidiaries employ more than 20,000 people. For more information, visit www.orlen.pl.
Forward-Looking Statements
The statements made in this press release which are not historical facts
are forward-looking statements. Actual events or results may differ
materially from those described in this release due to a number of risks
and uncertainties. PKN ORLEN is not obligated to, and undertakes no
obligation to, publicly update or revise any forward-looking statements
to reflect events or circumstances after the date of this document. All
forward-looking statements are subject to various risks and
uncertainties that could cause actual results to differ materially from
expectations. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.
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Copyright Business Wire 2015
Source: Business Wire
(December 31, 2015 - 1:28 PM EST)
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