SALT LAKE CITY, Oct. 29, 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 commenced a tender offer (the "Tender Offer") to acquire
all of the outstanding shares of common stock of the Company for
$1.15 per share in cash, without
interest and less any applicable withholding taxes. 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 will expire at 12:01
a.m., Eastern time, on Wednesday,
November 25, 2015, unless the Tender Offer is extended in
accordance with the terms of the Merger Agreement. Following
the completion of the Tender Offer and, if required, approval of
the holders of shares of the Company's common stock, ORLEN Upstream
will acquire the remaining shares of the Company's common stock not
tendered pursuant to the Tender Offer for the same cash price of
$1.15 per share through a merger of
Merger Sub with and into the Company on the terms and subject the
conditions set forth in the Merger Agreement.
Completion of the Tender Offer is conditioned on the tender of
at least a majority of the outstanding shares of the Company's
common stock on a fully diluted basis, the receipt of any approval
required by and/or the expiration of the mandatory waiting period
under the antitrust, competition or similar laws of the Republic of
Poland, and other conditions
described in the Offer to Purchase.
On October 27, 2015, Merger Sub
and ORLEN Upstream filed with the Securities and Exchange
Commission (the "SEC") a Tender Offer Statement on Schedule
TO (the "Schedule TO"), containing the Offer to Purchase,
the related form of Letter of Transmittal (the "Letter of
Transmittal") and other related materials.
Also on October 27, 2015, the
Company filed with the SEC a Solicitation/Recommendation Statement
on Schedule 14D-9 (the "Schedule 14D-9") with respect to the
Tender Offer, setting forth, among other matters, the
recommendation of the Company's Board of Directors that holders of
shares of the Company's common stock accept the Tender Offer and
tender their shares to Merger Sub pursuant to the Tender Offer.
The complete terms and conditions of the Tender Offer and
instructions for tendering shares pursuant to the Tender Offer are
set forth in the Offer to Purchase, the Letter of Transmittal and
the other related materials, copies of which can be obtained as
described below under "Important Additional Information and Where
You Can Find It."
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 the Schedule TO with the SEC and will mail 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.
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.
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.