Alpha Natural Resources and Foundation Coal Holdings Set Record Dates and Meeting Dates for Proposed Merger; Notice of Conversio
June 18 2009 - 4:58PM
PR Newswire (US)
ABINGDON, Va. and LINTHICUM HEIGHTS, Md., June 18
/PRNewswire-FirstCall/ -- Alpha Natural Resources, Inc. (NYSE:ANR)
and Foundation Coal Holdings, Inc. (NYSE:FCL) announced today that
the close of business on June 25, 2009 is the record date for
determining the holders of common stock that will be entitled to
notice of and to vote at the companies' respective special meetings
of stockholders regarding the proposed merger of Alpha and
Foundation and any adjournment of the special meetings. The
companies also announced that their respective special meetings of
stockholders will be held on July 31, 2009. If the Alpha and
Foundation stockholders approve the proposed merger at their
respective special meetings, then, subject to the prior expiration
or early termination of the waiting periods applicable to the
consummation of the merger under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and other customary closing conditions,
Alpha and Foundation expect to close the merger promptly after the
special meetings on July 31, 2009. As a result of the proposed
merger, Alpha's Convertible Senior Notes due 2015 (the "Notes")
will be convertible beginning today, and will remain convertible
through the 30th day after the effective date of the merger. Prior
to the effective time of the merger, each $1,000 principal amount
of the Notes may be exchanged for cash and/or shares of common
stock of Alpha based on a conversion rate of 18.2962 shares per
$1,000 principal amount of Notes. At and after the effective time
of the merger, each $1,000 principal amount of the Notes may be
exchanged for cash and/or shares of common stock of the surviving
corporation based on a conversion rate of 18.2962 shares per $1,000
principal amount of Notes. Note holders interested in converting
should follow the procedures detailed in the indenture and related
supplemental indenture between Alpha and Union Bank of California,
N.A., which documents are available on Alpha's website
http://www.alphanr.com/ under the Investor Relations tab as
exhibits to Alpha's Current Report on Form 8-K filed on April 9,
2008. About Alpha Alpha Natural Resources, Inc. ("Alpha") is a
leading supplier of high-quality Appalachian coal to the steel
industry, electric utilities and other industries. Approximately 88
percent of the company's reserve base is high Btu coal and 83
percent is low sulfur, qualities that are valued by electric
utilities that use steam coal. Alpha is also the nation's largest
supplier and exporter of metallurgical coal, a key ingredient in
steel manufacturing. Alpha and its subsidiaries currently operate
mining complexes in four states, consisting of 50 mines supplying
10 coal preparation and blending plants. Alpha and its subsidiaries
employ more than 3,600 people. About Foundation Foundation Coal
Holdings, Inc. ("Foundation"), through its affiliates, is a major
U.S. coal producer operating mines and associated processing and
loading facilities in Pennsylvania, West Virginia, and Wyoming.
Through its subsidiaries Foundation Coal employs approximately
3,000 people and produces approximately 70 million tons of coal
annually, largely for utilities generating electricity.
Foundation's corporate offices are in Linthicum Heights, Md. ANRG
Forward Looking Statements Information set forth herein contains
forward-looking statements, which involve a number of risks and
uncertainties. Alpha and Foundation caution readers that any
forward-looking information is not a guarantee of future
performance and that actual results could differ materially from
those contained in the forward-looking information. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the business combination
transaction involving Alpha and Foundation, including future
financial and operating results, the combined company's plans,
objectives, expectations and intentions and other statements that
are not historical facts. The following factors, among others,
could cause actual results to differ from those set forth in the
forward-looking statements: the ability to obtain regulatory
approvals of the transaction on the proposed terms and schedule;
the failure of Alpha or Foundation stockholders to approve the
transaction; the risk that the businesses will not be integrated
successfully or such integration may be more difficult,
time-consuming or costly than expected; the calculations of, and
factors that may impact the calculations of, the acquisition price
in connection with the proposed merger and the allocation of such
acquisition price to the net assets acquired in accordance with
applicable accounting rules and methodologies; general economic
conditions that are less favorable than expected; changes in,
renewal of and acquiring new long term coal supply arrangements;
and competition in coal markets. Additional factors that may affect
future results are contained in Alpha's and Foundation's filings
with the Securities and Exchange Commission (the "SEC"), which are
available at the SEC's web site http://www.sec.gov/. Alpha and
Foundation disclaim any obligation to update and revise statements
contained in these materials based on new information or otherwise.
Important Additional Information and Where to Find It In connection
with the proposed merger, on June 5, 2009, Foundation has filed
with the SEC a registration statement on Form S-4 that includes a
preliminary joint proxy statement/prospectus regarding the proposed
merger (commission file number 333-159801). After the registration
statement has been declared effective by the SEC, a definitive
joint proxy statement/prospectus will be mailed to Foundation and
Alpha stockholders in connection with the proposed merger.
INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS RELATING TO THE MERGER FILED WITH THE SEC WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER. You may obtain copies of all documents
filed with the SEC regarding the proposed merger, free of charge,
at the SEC's website (http://www.sec.gov/). Free copies may also be
obtained by accessing Foundation's website
(http://www.foundationcoal.com/) under "Investors/Financial
Information & SEC Filings" or Alpha's website
(http://www.alphanr.com/) under "Investor Relations/SEC Filings",
or by directing a request to Foundation at 999 Corporate Boulevard,
Suite 300, Linthicum Heights, Maryland 21090, Attn: Investor
Relations or to Alpha at One Alpha Place, P.O. Box 2345, Abingdon,
Virginia 24212, Attn: Investor Relations. Participants in
Solicitation Alpha, Foundation and their respective directors,
executive officers and certain other members of management and
employees may be deemed to be participants in the solicitation of
proxies in favor of the proposed merger. Information regarding the
persons who may, under the rules of the SEC, be considered
participants in the solicitation of proxies in favor of the
proposed merger may be found in the joint proxy
statement/prospectus filed by Foundation with the SEC on June 5,
2009. You can find information about Alpha's and Foundation's
directors and executive officers in their respective definitive
proxy statements filed with the SEC on April 3, 2009. You can
obtain free copies of these documents from Alpha or Foundation
using the contact information above. DATASOURCE: Alpha Natural
Resources, Inc. CONTACT: Ted Pile, VP, Communications and Corporate
Affairs of Alpha Natural Resources, Inc., +1-276-623-2920, Web
Site: http://www.alphanr.com/ http://www.foundationcoal.com/
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