Polski Koncern Naftowy ORLEN SA (WSE: PKN) (PKN ORLEN) has reported the completion of the merger of 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”), with FX Energy Inc. (NASDAQ: FXEN).
FX Energy held a meeting of its stockholders on Dec. 31 to approve the merger, during which meeting the merger was approved by a vote of FX’s stockholders in accordance with Nevada law. At the effective time of the merger, Merger Sub merged with and into FX Energy and the separate existence of Merger Sub ceased, with FX Energy being the surviving corporation of the merger (the “Surviving Corporation”) and continuing as a wholly owned subsidiary of Parent.
As a result of the merger, each of FX Energy’s shares of common stock issued and outstanding immediately prior to the effective time of the merger (other than shares that were held by Parent, Merger Sub or FX Energy, or any of their wholly owned subsidiaries) has, by virtue of the merger and without any action on the part of the holders of the shares, been canceled and extinguished and converted into the right to receive $1.15 per share, net to such holder of shares in cash, without interest thereon and less any required withholding taxes. Each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time has, by virtue of the merger and without any action on the part of the holder thereof, been converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.
All shares will cease to be traded on the Nasdaq Global Select Market, and FX Energy will be deregistered under the Exchange Act.