WARSAW, Poland – November [16], 2015 – Polski Koncern Naftowy ORLEN S.A. (WSE: PKN) (“PKN ORLEN”) announces that, on November 12, 2015, it received a clearance decision of the Polish Competition and Consumer Protection Office with respect to PKN ORLEN’s previously announced cash tender offer for all of the outstanding shares of common stock of FX Energy, Inc. (the “Company”) at a price of $1.15 per share.
PKN ORLEN, through its indirectly wholly-owned subsidiary(“Merger Sub”), a wholly-owned subsidiary of ORLEN Upstream Sp. z o.o., a Polish private limited company (“Parent”), commenced the cash tender offer on October 27, 2015 (the “Tender Offer”). The Tender Offer is being made pursuant to an Offer to Purchase dated October 27, 2015 (the “Offer to Purchase”), and in connection with the Agreement and Plan of Merger as of October 13, 2015 CET (October 12, 2015 MST), by and among Parent, Merger Sub and the Company (the “Merger Agreement”). With the receipt of the foregoing clearance, all antitrust approvals required to close the transaction have been obtained.
Additional Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Tender Offer is being made pursuant to a Tender Offer Statement (including an Offer to Purchase, Letter of Transmittal and related tender offer documents), which was filed by Merger Sub, a wholly-owned subsidiary of Parent and an indirectly wholly-owned subsidiary of PKN ORLEN with the U.S. Securities and Exchange Commission (the “
SEC”) on October 27, 2015, as amended. In addition, on October 27, 2015, the Company filed a Solicitation/Recommendation Statement on Schedule 14d-9 with the SEC related to the Tender Offer. The Tender Offer Statement, Offer to Purchase, Letter of Transmittal, Solicitation/Recommendation Statement and related documents contain important information that should be read carefully before any decision is made with respect to the Tender Offer. These materials are available at no charge on the SEC’s web site at
www.sec.gov. The Tender Offer Statement and related 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.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties concerning the parties’ ability to close the transaction and the expected closing date of the transaction. Actual events or results may differ materially from those described in this release due to a number of risks and uncertainties. These potential risks and uncertainties include, among others, the outcome of regulatory reviews of the proposed transaction and the ability of the parties to complete the transaction.
PKN ORLEN is not obligated to, and undertakes no obligation to, publicly update or revise any forward-looking statements to reflect events or circumstances after the date of this document. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Statements regarding the expected date of closing of the Tender Offer are forward-looking statements and are subject to risks and uncertainties including among others: uncertainties as to the timing of the Tender Offer and the satisfaction of closing conditions, including the receipt of regulatory approvals. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates.