Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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inadequate price with deal protections that discourage rival bids, and several seek to block the acquisition or have it rescinded.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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
FX Energy declared a quarterly dividend of $0.481771 per share on its 9.25% Series B Cumulative Convertible Preferred Stock, covering July 17 to September 30, 2014, payable October 31, 2014 to holders of record on September 30. This is the first mention of this preferred stock in our history here, so it is a new class of security alongside the common shares; the dividend applies only to preferred holders.
