9 Mar 2016listing compliance notice▼ BadMajor
FX ENERGY INC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
6 Jan 2016listing compliance notice● NeutralMajor
FX ENERGY INC's exchange filed to remove a class of its securities from listing.
31 Dec 2015business combination● NeutralMajor
The buyer's seventh and final-stage amendment confirms the merger took effect on December 31, 2015: shareholders approved it, Merger Sub merged into FX Energy, and each common share was cancelled and converted into the right to receive $1.15 cash. FX Energy continues as a wholly owned subsidiary of Orlen Upstream, and the shares are to be delisted from Nasdaq and the company deregistered. The attached PKN Orlen press release repeats this. This confirms the closing reported in the company's own 8-K.
31 Dec 2015listing compliance notice● NeutralMajor
FX ENERGY INC's exchange filed to remove a class of its securities from listing.
31 Dec 2015business combination● NeutralMajor
The Orlen merger closed on December 31, 2015: shareholders approved it (37,116,043 for, 692,685 against, of 37,808,728 shares voted), and every common share not already held by Orlen's side was converted into $1.15 cash. Total consideration for the tender offer and merger was about $63.1 million, paid from PKN Orlen's cash. All directors resigned and Merger Sub's three directors took over. Unexercised options were cancelled without payment. FX Energy asked for Nasdaq delisting and intends to file Form 15 to deregister. The Series B preferred will be redeemed January 7, 2016 at $25.61667 per share ($25.00 plus $0.61667 accrued dividends). Shareholders also voted 37,637,605 against and 170,748 for the non-binding executive merger pay proposal; the filing does not say what effect this has. This resolves the Orlen deal thread.
21 Dec 2015business combination● NeutralMajor
FX Energy filed the definitive proxy statement for the December 31, 2015 special meeting to approve the Orlen merger, under which each remaining common share would convert to $1.15 cash. It says Kiwi Acquisition Corp. held about 67.3% of record shares at the December 18 record date and will vote for the deal, so approval is assured. It also includes a non-binding vote on executive merger compensation. The text is truncated, so the filing's other sections are not visible.
21 Dec 2015business combination● NeutralMajor
The buyer reports the subsequent offering period expired December 18, 2015, with 5,988,810 more shares tendered (about 10.91%), bringing the total accepted for payment to 42,912,630 shares (about 78.21% of 54,867,784 outstanding). The December 31 shareholder meeting will approve the merger, which the filing says is assured since Merger Sub holds a majority. The attached Orlen press release says Merger Sub is below 90% and the top-up option is not exercisable, so remaining holders will be cashed out at $1.15 through the merger. The merger has not yet closed.
21 Dec 2015business combination● NeutralMajor
FX Energy reports the subsequent offering period ended December 18, 2015 with another 5,988,810 shares tendered, all accepted for payment at $1.15. Together with the 36,923,820 shares from the initial period, Merger Sub has accepted 42,912,630 shares, about 78.2% of the outstanding. This is below the 90% needed for a short-form merger, so the merger still needs the shareholder vote; the filing notes the initial-period count as 36,923,820 shares versus the 37,080,788 reported earlier.
21 Dec 2015business combination● Neutral
FX Energy says it filed its definitive proxy statement on December 21, 2015 for the December 31 special meeting on the Orlen merger, with holders of record on December 18 entitled to vote. Because Merger Sub holds more than 50% of the shares and has agreed to vote for the deal, the filing states approval is assured.
9 Dec 2015business combination● NeutralMajor
FX Energy filed a preliminary proxy statement for a December 31, 2015 special meeting where shareholders will vote on the Orlen merger agreement ($1.15 cash per share) and a non-binding vote on executive merger pay. It says Orlen and its affiliates own about 67.6% of the shares and have agreed to vote for the deal, so approval is assured. This is the follow-on merger step after the tender offer; the filing is a preliminary draft and the text is truncated.
8 Dec 2015business combination● NeutralMajor
FX Energy confirms the Orlen tender offer closed its initial period with 37,080,788 shares (about 67.6%) tendered, satisfying the minimum condition, and Merger Sub accepted them for payment at $1.15. A subsequent offering period runs to 5:00 p.m. Eastern on December 18, 2015. The attached press release says the merger will follow and untendered shares will be converted into $1.15 cash, by short-form merger if Merger Sub holds at least 90%, otherwise via a shareholder meeting whose approval it calls assured. It also says the Series B preferred is called for redemption on the date shares were accepted, with notice going to holders of record on December 8.
8 Dec 2015business combination● NeutralMajor
The buyer reports the tender offer expired December 8, 2015 with 37,080,788 shares (about 67.6% of those outstanding) validly tendered, which met the minimum condition; Merger Sub accepted them for payment at $1.15 each. A subsequent offering period for remaining holders runs to 5:00 p.m. Eastern on December 18, 2015, at the same price with no withdrawal rights. A merger is to follow, converting untendered shares into $1.15 cash. The press release says holders will not have dissenters' rights while the stock stays listed on Nasdaq Global Select Market. This resolves the main open question on the tender, but the merger itself has not yet closed.
4 Dec 2015business combination▲ Good
The buyer's fourth amendment extends the $1.15 per share tender offer to 12:01 a.m. Eastern on December 8, 2015, from December 5, and repeats that the Nevada court denied the plaintiffs' preliminary injunction request on December 3. It also restates that the court had consolidated the Nevada suits and granted limited expedited discovery. All other terms are unchanged and the deal is still pending.
4 Dec 2015business combination▲ GoodMajor
FX Energy extended the Orlen tender offer a further three days, from December 5 to 12:01 a.m. Eastern on Tuesday, December 8, 2015, to give holders more time to consider it. The filing also says that on December 3 the Nevada court denied the Richards plaintiffs' request for a preliminary injunction, so the court did not block the deal. The $1.15 price and other terms are unchanged, and the deal is still pending.
1 Dec 2015business combination● Neutral
FX Energy's fourth amendment adds management's financial projections, including a five-year 'failure case' and 'success case' model shown to the board on May 14, 2015, and the reserve-based information given to Evercore. These disclosures respond to lawsuit allegations that earlier filings omitted such information. The filing says the projections are not meant to influence whether holders tender. The visible text, which is truncated, shows no change to the $1.15 price or the offer terms, and the deal is still pending.
20 Nov 2015business combination● NeutralMajor
FX Energy's third amendment confirms the tender offer is extended to December 5, 2015 to allow limited expedited discovery in the Richards suit, with a preliminary injunction hearing set for December 3. It states the company was advised that Orlen Upstream received Polish Competition Authority clearance on November 12, 2015, which resolves the Polish antitrust condition. It also describes a second Haworth suit (Nov 16) seeking to keep the claims in Utah, and says Utah proceedings are paused pending the Nevada injunction ruling. The $1.15 price is unchanged, and the deal is still pending.
20 Nov 2015business combination● NeutralMajor
The buyer's third amendment extends the $1.15 per share tender offer from November 25 to 12:01 a.m. Eastern on December 5, 2015, to allow expedited discovery in the Richards lawsuit. A court hearing on disclosure allegations is set for December 3, the Nevada suits were consolidated, and the two Utah suits were consolidated and coordinated with Nevada. A Haworth amendment alleges omissions about the sales process and Evercore's analyses. The filing says all other terms are unchanged. This continues the pending deal, which is now delayed by the litigation; the text is truncated, but it appears to refer to a Polish antitrust clearance decision.
12 Nov 2015business combination● Neutral
FX Energy's board filed a second amendment to its response to the $1.15 per share Orlen tender offer. It renames Evercore's 'discounted cash flow' analysis a 'net asset valuation' analysis, which indicated $0.75 to $1.16 per share (Evercore also attributed $500,000 of value to the US assets at management's recommendation). It also adds a sixth lawsuit (Yip, filed Oct 28 in Utah) and says the Richards plaintiffs filed for a temporary restraining order, a preliminary injunction and expedited discovery on November 9, 2015. The price and the deal are unchanged; it continues the litigation thread.
12 Nov 2015business combination▼ Bad
The buyer's second amendment adds two more litigation developments: a sixth class action (Yip, filed October 28, 2015 in Utah) alleging an inadequate price and preclusive deal protections, and a November 2 amendment to the Richards suit claiming FX Energy's response statement and Evercore's fairness opinion omitted material information about Evercore's analyses and management's projections. ORLEN Upstream and Kiwi say the claims are without merit and will be contested; defendants have not yet responded. The filing does not change the $1.15 price or the November 25 expiry, and the deal is still pending.
30 Oct 2015business combination▼ Bad
FX Energy's amendment to its response statement restates the same five shareholder class-action lawsuits (Richards, Cionti, Kramer, Roets and Haworth) filed October 19-27, 2015 over the ORLEN Upstream deal. It says the company and directors believe the claims are without merit and will contest them vigorously, and that no responses have yet been filed. It also adds the company's October 29 press release announcing the tender offer has begun, with the board recommending that holders tender; the offer is $1.15 cash per share, expiring November 25, 2015 unless extended. The deal remains pending.
30 Oct 2015business combination▼ Bad
The buyer's amendment to its tender offer filing adds details of five shareholder class-action lawsuits filed between October 19 and October 27, 2015 in Nevada and Utah courts against FX Energy, its directors, ORLEN Upstream and Kiwi. They allege the directors breached their duties by agreeing to a sale at an inadequate price with deal protections that discourage rival bids, and several seek to block the acquisition or have it rescinded. ORLEN Upstream and Kiwi say the claims are without merit and will be contested; no defendant has yet responded. Nothing in the filing changes the $1.15 price or the November 25 expiry.
27 Oct 2015business combination● NeutralMajor
FX Energy's board filed its formal response to the $1.15 per share cash tender offer from Kiwi Acquisition Corp. (a subsidiary of ORLEN Upstream), with the offer set to expire at 12:01 a.m. Eastern on November 25, 2015 unless extended. The filing says each common share not tendered would be cancelled in the follow-on merger and converted into $1.15 cash (unless dissenters' rights are exercised, if available), and the company would become a wholly-owned ORLEN Upstream subsidiary and stop being publicly traded. The Series B preferred is to be redeemed at $25.00 per share plus accrued and unpaid dividends after the offer. Closing needs a majority of fully diluted shares tendered. The filing lists 54,869,256 common shares outstanding as of October 26, 2015, plus 2,549,881 shares under options and 4,000,000 shares issuable on conversion of 800,000 preferred shares. Per the later Oct 29 press release, the board recommends that holders tender. This continues the October 12 merger agreement; the deal is still pending.
27 Oct 2015business combination● NeutralMajor
On October 27, 2015 Kiwi Acquisition Corp. and Orlen Upstream formally launched the $1.15 per share cash tender offer for all FX Energy common stock, which values the company at about $63.1 million based on 54,869,256 shares outstanding. The offer is set to expire at 12:01 a.m. Eastern on November 25, 2015 unless extended. This continues the October merger agreement; the deal has not yet closed.
14 Oct 2015business combination● NeutralMajor
On October 12, 2015 FX Energy agreed to be acquired by Orlen Upstream Sp. z o.o. (via its subsidiary Kiwi Acquisition Corp.) through a tender offer at $1.15 in cash per common share, followed by a merger. The Series B preferred is to be redeemed at $25.00 per share plus accrued and unpaid dividends. Closing needs a majority of shares tendered and antitrust clearance, and a $4 million termination fee is payable by the company in specified circumstances. This is a new thread that would end common holders' stake if completed; it is still pending.
18 Sept 2015dividend declaration● Neutral
FX Energy declared the next quarterly Series B preferred dividend of $0.578125 per share for July 1 to September 30, 2015, payable October 31, 2015 to holders of record on September 30. It continues the quarterly dividend series and applies only to preferred holders.
3 Aug 2015material agreement● NeutralMajor
On July 28, 2015 FX Energy signed a new up-to-EUR90 million senior reserve-base lending facility with BNP Paribas (Suisse) SA and ING Bank N.V., with an initial commitment of EUR55 million and an initial borrowing base of EUR45.1 million (about $50 million). Initial proceeds repaid the previous credit facility, replacing the 2013 BNP/ING facility. The interest margin over LIBOR is 4.75% for two years then 5.00%, versus 3.75-4% before. Scheduled borrowing-base reductions of 14.29% every six months begin June 30, 2017, and the loan is secured on the Polish producing properties and intercompany advances and guaranteed by the company.
19 June 2015dividend declaration● Neutral
FX Energy declared the next quarterly Series B preferred dividend of $0.578125 per share for March 31 to June 30, 2015, payable July 31, 2015. It continues the quarterly dividend series and applies only to preferred holders. The 8-K text gives a March 31 record date while the press release says June 30, so the filing is inconsistent on that point.
30 Apr 2015security holder rights change● Neutral
On April 24, 2015 the company entered into a revised shareholder rights agreement with Fidelity Transfer Company as rights agent, described as meant to ensure fair treatment of shareholders in any takeover bid for the common shares. It replaces the rights agreement that ran to April 2017, and it expires immediately unless shareholders approve it and a related amendment to the articles at the 2015 annual meeting.
19 Mar 2015dividend declaration● Neutral
FX Energy declared the next quarterly dividend on its 9.25% Series B preferred stock, $0.578125 per share for December 31, 2014 to March 31, 2015, payable April 30, 2015 to holders of record on March 31. It continues the earlier quarterly dividends and applies only to preferred holders.
19 Dec 2014dividend declaration● Neutral
FX Energy declared the next quarterly dividend on its 9.25% Series B preferred stock, $0.578125 per share for October 1 to December 31, 2014, payable January 31, 2015 to holders of record on December 31, 2014. It continues the September 2014 dividend and applies only to preferred holders.