PKN ORLEN’s Offer for FX Energy, Inc. Shares of Common Stock is Successful Following the Expiration of the Subsequent Offering Period
Polski Koncern Naftowy ORLEN S.A. (WSE:PKN) (“PKN ORLEN”) through
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”), today announced the
successful completion of Merger Sub’s all cash tender offer (the “Tender
Offer”) for all issued and outstanding shares of common stock of FX
Energy, Inc. (NASDAQ:FXEN) (the “Company”).
The subsequent offering period expired at 5:00 p.m., Eastern Time, on
Friday, December 18, 2015. Fidelity Transfer Company, the Company’s
transfer agent, indicated that, as of 5:30 p.m., Eastern Time, on
Friday, December 18, 2015, 54,867,784 shares of common stock of the
Company were issued and outstanding. Based on information provided by
Computershare Trust Company, N.A., the depositary for the Tender Offer,
an additional 5,988,810 shares of common stock of the Company
(approximately 10.91% of the shares of common stock of the Company
issued and outstanding) had been validly tendered during the subsequent
offering period pursuant to the Tender Offer as of 5:00 p.m., Eastern
Time, on Friday, December 18, 2015. Merger Sub has accepted for payment
all such shares, and payment for such shares will be made promptly in
accordance with the terms of the Tender Offer. As a result of the
subsequent offering period, based on information provided by
Computershare Trust Company, N.A., a total of 42,912,630 shares of
common stock of the Company (approximately 78.21% of the shares of
common stock of the Company issued and outstanding) had been validly
tendered and had not been validly withdrawn pursuant to the Tender Offer
and have been accepted by Parent for payment.
Parent will acquire 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.
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 granted to Merger Sub pursuant to the Merger Agreement (as
defined below) is not exercisable. As such, 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 of the Company 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. Parent 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 Tender Offer was made pursuant to an Offer to Purchase dated October
27, 2015 (the “Offer to Purchase”) and in connection with an
Agreement and Plan of Merger as of October 13, 2015 CET (October 12,
2015 MST) (the “Merger Agreement”) among the Company, Parent and
Merger Sub. PKN ORLEN and the Company first announced this transaction
on October 13, 2015.
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 18, 2015 was approximately USD 7.1
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.
Additional Information
This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The Tender Offer is being made pursuant to
a Tender Offer Statement (including an Offer to Purchase, Letter of
Transmittal and related Tender Offer documents), which was filed by
Merger Sub, a wholly-owned subsidiary of Parent and an indirectly
wholly-owned subsidiary of PKN ORLEN with the U.S. Securities and
Exchange Commission (the “SEC”) on October 27, 2015, as amended.
In addition, on October 27, 2015, the Company filed a
Solicitation/Recommendation Statement on Schedule 14d-9, as amended,
with the SEC related to the Tender Offer. The Tender Offer Statement,
Offer to Purchase, Letter of Transmittal, Solicitation/Recommendation
Statement and related documents contain important information that
should be read carefully before any decision is made with respect to the
Tender Offer. These materials are available at no charge on the SEC’s
web site at www.sec.gov.
The Tender Offer Statement and related 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.
Forward-Looking Statements
This press release contains forward-looking statements that involve
risks and uncertainties concerning the parties’ ability to close the
transaction and the expected closing date of the transaction. Actual
events or results may differ materially from those described in this
release due to a number of risks and uncertainties. These potential
risks and uncertainties include, among others, the outcome of regulatory
reviews of the proposed transaction and the ability of the parties to
complete the transaction.
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. Statements
regarding the expected date of closing of the Tender Offer are
forward-looking statements and are subject to risks and uncertainties
including among others: uncertainties as to the timing of the Tender
Offer and the satisfaction of closing conditions, including the receipt
of regulatory approvals. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of
their dates.
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