SALT LAKE CITY, Nov. 20, 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 extended the
expiration of its previously announced tender offer (the "Tender
Offer") for all outstanding shares of common stock of the
Company. The Tender Offer is being 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.
The Tender Offer, previously scheduled to expire at 12:01 a.m., Eastern Time, on Wednesday, November 25, 2015, will now expire at
12:01 a.m., Eastern Time, on
Saturday, December 5, 2015 (unless
further extended in accordance with the terms of the Merger
Agreement). The Tender Offer is being extended to allow for
limited expedited discovery and to accommodate the Court's calendar
in a putative class action lawsuit (Richards v. FX Energy, Inc. et
al.) originally filed on October 19,
2015 on behalf of stockholders of the Company in the Eighth
Judicial District Court of Clark County,
Nevada against the Company, each member of the board of
directors of the Company, ORLEN Upstream and Merger Sub, as
disclosed in the Solicitation/Recommendation Statement on Schedule
14D-9 (as amended, the "Schedule 14D-9") relating to the Tender
Offer filed by the Company with the Securities and Exchange
Commission (the "SEC"). Except for the extension of the Tender
Offer, all other terms and conditions of the Tender Offer remain
unchanged.
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 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 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 and 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,
Inc. 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-extension-of-expiration-of-tender-offer-for-its-common-stock-by-orlen-upstream-300182756.html
SOURCE FX Energy, Inc.