FX Energy, Inc. 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.
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.
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."
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.