SALT LAKE CITY, Oct. 13, 2015 /PRNewswire/ -- FX Energy,
Inc. (NASDAQ: FXEN, FXENP) today announced that it has entered
into a definitive merger agreement pursuant to which ORLEN Upstream
Sp. z o.o. will acquire all of the outstanding shares of common
stock of FX Energy. ORLEN Upstream is the wholly-owned
exploration and production subsidiary of PKN ORLEN SA (GPW:
PKN).
In the transaction, holders of FX Energy common stock will
receive consideration of $1.15 per
share in cash, which represents a 22% premium over the average
closing price for the Company's common stock for the 60 trading-day
period ended on October 12, 2015.
The transaction values FX Energy at approximately
$119 million, including the Company's
net debt at June 30, 2015.
The agreement with ORLEN Upstream is the result of FX Energy's
previously announced process to explore a possible sale of the
Company or other transaction and has been approved unanimously by
the Company's Board of Directors.
David N. Pierce, FX Energy's
President and Chief Executive Officer, commented, "Following a
thorough process conducted with our financial advisor, the Board of
Directors determined that this transaction provides the best
opportunity to deliver value to our stockholders in view of the
challenges we face with the current commodity-price environment,
currency exchange-rate fluctuations and our current capital
structure and limited access to the capital necessary to realize
the value of our assets in Poland."
Under the terms of the merger agreement, ORLEN Upstream will
commence a cash tender offer to purchase all of FX Energy's
outstanding common stock, with a merger following the completion of
the tender offer that would result in all shares of common stock
not tendered in the tender offer being converted into the right to
receive the cash consideration. The Company believes the
two-step transaction will allow its common stockholders who tender
their shares in the tender offer to receive the consideration more
quickly than they would under a single-step merger
transaction. Common stockholders who do not tender their
shares in the tender offer will be entitled to receive the cash
consideration upon consummation of the second-step merger.
Following the completion of the tender offer, if ORLEN Upstream
owns at least 90% of the outstanding shares of FX Energy common
stock, including through the exercise of a "top-up" option granted
to ORLEN Upstream, the merger will be effected through a
"short-form" merger without further action by stockholders of FX
Energy. FX Energy has granted to ORLEN Upstream a "top-up"
option to acquire directly from FX Energy after completion of the
tender offer the number of shares of common stock required to
effect the "short-form" merger, subject to the availability of
sufficient authorized and unissued shares of FX Energy common
stock. If, after the completion of the tender offer and any
exercise of the "top-up" option, ORLEN Upstream owns less than 90%
of the outstanding shares of FX Energy common stock, FX Energy will
convene a meeting of the holders of its common stock to approve the
merger. ORLEN Upstream has agreed that it will vote all
shares of FX Energy common stock then owned by it in favor of
approval of the merger.
The tender offer is expected to commence by October 27, 2015, and the transaction is expected
to be completed in the fourth quarter of 2015 if effected as a
"short-form" merger or in the first quarter of 2016 if a meeting of
FX Energy's common stockholders is required to approve the
merger. The closing of the transaction is subject to
customary closing conditions, including at least a majority of the
outstanding shares of FX Energy common stock being tendered in the
tender offer and receipt of required antitrust approvals.
The merger agreement provides that all outstanding shares of FX
Energy's 9.25% Series B Cumulative Convertible Preferred Stock will
be redeemed in connection with the transaction pursuant to the
terms of the preferred stock at the redemption price of
$25.00 per share, plus accrued and
unpaid dividends to, but not including, the redemption date.
Evercore Group, L.L.C. acted as financial advisor to FX
Energy. Bracewell & Giuliani LLP and Kruse Landa Maycock & Ricks, LLC acted as
legal counsel for FX Energy.
For further information regarding all terms and conditions
contained in the definitive merger agreement, please see FX
Energy's Current Report on Form 8-K, which will be filed in
connection with this transaction.
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
The tender offer for the outstanding shares of FX Energy's
common stock described in this communication has not commenced.
This press release is for information purposes only and is
not an offer to purchase or a solicitation of an offer to sell FX
Energy common stock. It is also not a substitute for the
tender offer materials or Solicitation/Recommendation statement to
be filed by the parties. At the time the tender offer is
commenced, ORLEN Upstream will file or cause to be filed Tender
Offer materials on Schedule TO with the Securities and Exchange
Commission ("SEC"), and thereafter FX Energy will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC related to the tender offer. The Tender Offer materials
(including an Offer to Purchase, a related Letter of Transmittal
and other tender offer documents) and the
Solicitation/Recommendation Statement will contain important
information that should be read carefully before making any
decision with respect to the tender offer or tendering shares.
Those materials will be made available to FX Energy's common
stockholders at no expense to them by the information agent for the
tender offer, which will be announced. In addition, all of
those materials (and any other documents filed with the SEC) will
be available at no charge on the SEC's website at
www.sec.gov or phone, email or written request by contacting
FX Energy, Inc. at the following:
Address: 3006 Highland Drive, Suite 206, Salt Lake City, Utah 84106
Phone: (801) 486-5555
Email: scottduncan@fxenergy.com
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 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 FX Energy Inc.'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. FX Energy
disclaims any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this document except as required by law.
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SOURCE FX Energy, Inc.