Glass Lewis & Co. Recommends Alpha Shareholders Vote for the Merger With Foundation Coal
July 24 2009 - 9:45AM
PR Newswire (US)
ABINGDON, Va., July 24 /PRNewswire-FirstCall/ -- Alpha Natural
Resources, Inc. (NYSE:ANR) today announced that Glass Lewis &
Co., a leading proxy advisory firm, has issued a report reiterating
its support for the proposed merger with Foundation Coal
(NYSE:FCL). The Boards of Directors of both companies also
recommend that shareholders vote their shares "FOR" the merger. In
a report to subscribers, Glass Lewis noted that Alpha expects the
merger to be accretive in 2010 while creating America's
third-largest coal producer, with a strong balance sheet and a
balanced production mix. Glass Lewis stated that it continues to
believe that the proposed merger is in the best interests of
shareholders. Alpha and Foundation announced on June 18, 2009, that
the companies' respective special meetings of stockholders to vote
on the proposed merger will be held on July 31, 2009. All
stockholders of record as of the close of business on June 25, 2009
will be entitled to vote at the companies' respective special
meetings of stockholders. About Alpha Alpha Natural Resources, Inc.
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. ANRG Forward Looking Statements
Information set forth herein contains forward-looking statements,
which involve a number of risks and uncertainties. Alpha Natural
Resources, Inc. ("Alpha") cautions 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
Coal Holdings, Inc. ("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, Foundation has filed with the SEC a
registration statement on Form S-4 (commission file number
333-159801), as amended, that includes a preliminary joint proxy
statement/prospectus of Alpha and Foundation regarding the proposed
merger. The registration statement was declared effective by the
SEC on June 24, 2009, and a definitive joint proxy
statement/prospectus has been mailed to Foundation and Alpha
stockholders on or about June 26, 2009 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 definitive joint proxy
statement/prospectus filed by Alpha and Foundation with the SEC on
June 25, 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: Investors, Ted Pile, Vice
President, Communications and Corporate Affairs of Alpha Natural
Resources, Inc., +1-276-623-2920, , or Media, Stan Neve, or Robin
Gilliland, both of Brunswick Group, +1-212-333-3810, both for Alpha
Natural Resources, Inc. Web Site: http://www.alphanr.com/
http://www.foundationcoal.com/
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