Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
July 16 2018 - 9:06AM
Edgar (US Regulatory)
Filed by Contura Energy, Inc.
Pursuant to Rule 425 of the Securities
Act of 1933
Subject Companies:
Alpha Natural Resources Holdings, Inc.
ANR, Inc.
(Commission File No.: 333-217766)
The following communication was issued by Contura Energy, Inc.
to its employees on July 16, 2018.
Contura Internal
Employee Announcement
From Kevin Crutchfield, Chief Executive Officer
(7.16.18)
Over the past weeks and months,
we’ve been working diligently on the merger process with Alpha. As you might imagine, the vast majority of this work has
been occurring behind the scenes, but I wanted to provide you with an update on the good progress we are making and share a few
of those details with you.
On Friday, we submitted a preliminary
registration statement on Form S-4 with the Securities and Exchange Commission (SEC). This is one of the important steps necessary
in order for Contura stock to begin trading on the New York Stock Exchange (NYSE) once the merger with Alpha closes. Given the
volume and breadth of information required for submission, there are still pieces of the S-4 filing that need to be updated as
the process moves ahead. As the attached news release explains, our filing is therefore confidential for now, meaning the details
of the statement will be made public at a later date once the additional information is submitted. This is a customary practice
that allows us to work with the SEC to achieve the appropriate milestones in the registration process while Contura and Alpha
continue gathering the remaining information required for the filing.
Additionally, we’ve been
working with the U.S. Federal Trade Commission (FTC) to seek an early termination of the waiting period required under federal
law to review potential anti-trust implications for transactions of this nature. In early July, the FTC granted our request.
Basically, this means that the FTC found no reason to believe competition in our industry will be substantially reduced because
of the merger. The transaction is now expected to close prior to year-end.
Within the organization, we’ve
made great strides in merger preparation as well. Department heads and functional leaders have been working together on a cross-functional
transition team and with their Alpha counterparties to identify and execute on the steps necessary for a smooth integration once
the merger is complete. This is important work, and I am pleased with the progress that has been made in such a short period of
time.
As we continue moving toward the
merger’s expected completion, I will share additional details as I can about other milestones in the process. In the meantime,
it’s critical that we all remain committed to safe operations throughout the organization each and every day.
Keep doing good work, and continue to look out for each other.
Kevin
ADDITIONAL INFORMATION FOR INVESTORS
This communication is being
made in respect of the proposed transaction involving Contura Energy, Inc. (“Contura”), Alpha Natural Resources Holdings,
Inc. (“Holdings”) and ANR, Inc. (“ANR” and together with Holdings, “Alpha”). This communication
does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction. In connection with the proposed transaction, Contura
will file with the Securities and Exchange Commission (“SEC”) a registration statement on
Contura
Internal Employee Announcement
From Kevin Crutchfield, Chief Executive Officer
(7.16.18)
Form S-4 that will include
a joint proxy statement of Holdings and ANR and a prospectus of Contura. Contura and Alpha also plan to file other documents with
the SEC regarding the proposed transaction and a joint proxy statement/prospectus will be mailed to stockholders of Holdings and
ANR. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The joint proxy statement/prospectus, as well as other
filings containing information about Contura and Alpha will be available without charge at the SEC’s Internet site (http://www.sec.gov).
Copies of the joint proxy statement/prospectus can also be obtained, when available, without charge, from Contura’s website
at http://www.conturaenergy.com. Copies of the joint proxy statement can be obtained, when available, without charge, from Alpha’s
website at http://www.alphanr.com.
FORWARD-LOOKING STATEMENTS
This communication includes
forward-looking statements. These forward-looking statements are based on Contura’s and Alpha’s expectations and beliefs
concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations.
These factors are difficult to predict accurately and may be beyond Contura’s and Alpha’s control. Forward-looking
statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time,
and it is impossible for Contura or Alpha to predict these events or how they may affect Contura or Alpha. Except as required by
law, neither Contura nor Alpha has any duty to, and does not intend to, update or revise the forward-looking statements in this
communication or elsewhere after the date this communication is issued. In light of these risks and uncertainties, investors should
keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not
occur. Uncertainties and risk factors that could affect Contura’s and/or Alpha’s future performance and cause results
to differ from the forward-looking statements in this release include, but are not limited to: (a) any substantial or extended
decline in coal pricing, demand and other factors beyond the parties’ control; (b) hazards and operating risks associated
with coal mining and the dependence of coal mining upon many factors and conditions beyond the parties’ control; (c) significant
competition, as well as changes in foreign markets or economics; (d) the impact of current or future environmental, health and
safety, transportation, labor and other laws and regulations on the parties; (e) the parties’ ability to consummate the transaction
or satisfy the conditions to the completion of the transaction, including the receipt of shareholder approvals and the receipt
of regulatory approvals required for the transaction on the terms expected or on the anticipated schedule; (f) the parties’
ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; (g) the possibility
that any of the anticipated benefits of the proposed transaction will not be realized or will not be realized within the expected
time period; (h) the risk that integration of Alpha’s operations with those of Contura will be materially delayed or will
be more costly or difficult than expected; (i) the failure of the proposed transaction to close for any other reason; (j) the effect
of the announcement of the transaction on customer relationships and operating results (including, without limitation, difficulties
in maintaining relationships with employees or customers); (k) dilution caused by Contura’s issuance of additional shares
of its common stock in connection with the transaction; (l) the possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events; and (m) the diversion of management time on transaction related
issues.