National Coal Corp. to Be Acquired by Ranger Energy Investments
September 28 2010 - 8:47AM
Business Wire
National Coal Corp. (Nasdaq: NCOC), a Central and Southern
Appalachian coal producer, announced today that it has agreed to be
acquired by Ranger Energy Investments, LLC (Ranger Energy), an
acquisition vehicle for Jim Justice, a businessman and operator of
Appalachian coal assets. Under the terms of the agreement, Ranger
Energy will pay $1.00 per share in cash for each share of National
Coal common stock, including shares issuable upon exercise of
options. The per share consideration represents a 54% premium to
National Coal’s closing price of $0.65 per share on September 27,
2010.
In April of 2010, Ranger Energy acquired certain National Coal
assets located in Devonia, Tennessee, and in and on its New River
Tract site for an aggregate sales price of $11.8 million. At about
the same time, Ranger Investments, LLC, an affiliate of Ranger
Energy Investments, LLC, acquired $30.3 million of the Company’s
$42 million senior secured notes due December 15, 2010.
“I am pleased that we were able to reach an agreement with
Ranger Energy that delivers a substantial premium and fair value to
our shareholders,” said Daniel A. Roling, National Coal’s President
and CEO.
The transaction is subject to National Coal shareholder approval
and other customary closing conditions, and is expected to close
prior to December 15, 2010. Upon closing, National Coal will become
a wholly-owned subsidiary of Ranger Energy, and the Company’s stock
will cease trading.
The proposed acquisition was approved by the Board of Directors
of National Coal. Dahlman Rose & Company LLC acted as exclusive
financial adviser to National Coal and Stubbs Alderton &
Markiles, LLP acted as legal counsel.
About National Coal Corp.
Headquartered in Knoxville, Tenn., National Coal Corp., through
its wholly owned subsidiary, National Coal Corporation, is engaged
in coal mining in East Tennessee. Currently, National Coal employs
about 155 people. National Coal sells steam coal to electric
utilities in the Southeastern United States. For more information
and to sign-up for instant news alerts visit
www.nationalcoal.com.
Information About Forward Looking Statements
This release contains “forward-looking statements” that include
information relating to future events which represent the parties'
current intentions, plans, expectations and beliefs and involve
risks and uncertainties that could cause actual events to differ
materially from the events described in this release, including
risks or uncertainties related to the anticipated closing of the
merger, as well as changes in general economic conditions, stock
market trading conditions, tax law requirements or government
regulation, and changes in the coal industry or the business or
prospects of National Coal. Some of the factors that could cause
results to differ materially from the expectations expressed in
these forward-looking statements include the following: the risk
that the proposed transaction may not be completed in a timely
manner, if at all; disruption from the transaction making it more
difficult to maintain relationships with customers, employees or
suppliers; risks related to the successful offering of the combined
company's products and services; the risk that the anticipated
benefits of the merger may not be realized; and other risks that
may impact National Coal’s businesses, some of which are discussed
in the National Coal’s reports filed with the Securities and
Exchange Commission (the "SEC") under the caption "Risk Factors"
and elsewhere, including, without limitation, National Coal’s 10-K
for the year ended December 31, 2009 and 10-Qs for the quarters
ended March 31, 2010 and June 30, 2010. Copies of National Coal’s
filings with the SEC can be obtained on their website, or at the
SEC's website at www.sec.gov. You can also obtain National Coal’s
reports through its website at http://www.nationalcoal.com. Any
forward-looking statement is qualified by reference to these risks,
uncertainties and factors.
If any of these risks or uncertainties materializes, the merger
may not be consummated, the potential benefits of the merger may
not be realized, the operating results of National Coal could
suffer, and actual results could differ materially from the
expectations described in these forward-looking statements.
Forward-looking statements speak only as of the date of the
document in which they are made. These risks, uncertainties and
factors are not exclusive, and National Coal undertakes no
obligation to publicly update or revise any forward-looking
statements to reflect events or circumstances that may arise after
the date of this release.
Additional Information About the Proposed Transaction and
Where You Can Find It
In connection with the proposed transaction, National Coal
intends to file a proxy statement and other relevant materials with
the Securities and Exchange Commission (“SEC”). BEFORE MAKING ANY
VOTING DECISION WITH RESPECT TO THE PROPOSED TRANSACTION,
SHAREHOLDERS OF NATIONAL COAL ARE URGED TO READ THE PROXY
STATEMENT, WHEN IT BECOMES AVAILABLE, AND THE OTHER RELEVANT
MATERIALS FILED BY NATIONAL COAL WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
proxy statement and other relevant materials, when available, and
any other documents filed by National Coal with the SEC, may be
obtained free of charge at the SEC’s website at www.sec.gov. In
addition, shareholders of National Coal may obtain free copies of
the documents filed with the SEC by contacting National Coal at
8915 George Williams Rd., Knoxville, TN 37923. You may also read
and copy any reports, statements and other information filed by
National Coal with the SEC at the SEC public reference room at 100
F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 or visit the SEC’s website for further
information on its public reference room.
National Coal, Ranger Energy and their executive officers and
directors may be deemed to be participants in the solicitation of
proxies from National Coal’s shareholders in favor of the proposed
transaction. Certain executive officers and directors of each
company have interests in the transaction that may differ from the
interests of shareholders generally. Additional information
regarding the interests of such potential participants will be
included in the proxy statement/prospectus and the other relevant
documents filed with the SEC when they become available.
National Coal Corp (MM) (NASDAQ:NCOC)
Historical Stock Chart
From Oct 2024 to Nov 2024
National Coal Corp (MM) (NASDAQ:NCOC)
Historical Stock Chart
From Nov 2023 to Nov 2024