Kiwi Acquisition Corp. ("Merger Sub"), a wholly owned subsidiary of ORLEN Upstream Sp. z o.o., has begun a tender offer to acquire all of the outstanding shares of common stock of FX Energy Inc. (NASDAQ: FXEN) for $1.15 per share in cash, without interest and less any applicable withholding taxes. Earlier this month, FX Energy Inc. entered into a definitive merger agreement pursuant to which ORLEN Upstream would acquire all of the outstanding shares of common stock of FX Energy.
The tender offer is being made pursuant to an offer to purchase dated Oct. 27 and under the terms and conditions of the agreement and plan of merger dated as of Oct. 13 CET (Oct. 12 MST) among the company, ORLEN Upstream, and Merger Sub.
The tender offer will expire at 12:01 a.m., Eastern time, on Nov. 25, 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 FX Energy’s common stock, ORLEN Upstream will acquire the remaining shares of FX Energy'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 FX Energy 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 FX Energy'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.
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.