RiskMetrics Group Reaffirms Its Support of Alpha Natural Resources Merger With Foundation Coal
July 24 2009 - 3:02PM
PR Newswire (US)
All Four Leading Proxy Advisory Firms Recommend That Shareholders
Vote "FOR" the Merger ABINGDON, Va., July 24 /PRNewswire-FirstCall/
-- Alpha Natural Resources, Inc. (NYSE:ANR) today announced that
RiskMetrics Group, a leading provider of risk management and
corporate governance services, has reiterated its support of the
proposed merger with Foundation Coal (NYSE:FCL). In a report issued
today, RiskMetrics noted that their analysis shows that the
combination of Alpha and Foundation could create greater
shareholder value over the long-term than Alpha could on a
standalone basis. RiskMetrics further states that Duquesne Capital
Management did not meet the burden of proving that shareholders
should reject the proposed transaction. Michael Quillen, Alpha's
chairman and chief executive officer, said: "We are gratified that
RiskMetrics has affirmed its prior endorsement of this transaction
and recognized the value it will deliver to both Alpha and
Foundation shareholders. This transaction, which we expect to be
accretive in 2010, creates one of America's largest coal producers,
with one of the industry's strongest balance sheets and credit
profiles, diversity across geographies and production sources, and
coal reserve holdings nearly four times the size of what Alpha
holds today. "Since announcing our agreement to merge with
Foundation Coal in May, we have been encouraged by the
overwhelmingly positive reception from our shareholders as we
discussed the combined company's future prospects and strategy.
RiskMetrics' report once again confirms our strong belief that the
merger of Alpha and Foundation is in the best interests of both
companies' shareholders, employees and customers." In addition to
RiskMetrics Group, other leading proxy advisory firms Glass Lewis
& Co., Egan-Jones Proxy Services, and PROXY Governance, Inc.,
have also recently published reports recommending that shareholders
vote "FOR" the merger of Alpha and Foundation. 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. If the
Alpha and Foundation stockholders approve the proposed merger at
their special meetings, then Alpha and Foundation expect to close
the merger promptly after the special meetings on July 31, 2009.
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. 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. ANRG 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, +1-212-333-3810, both of Brunswick Group for Alpha
Natural Resources, Inc. Web Site: http://www.foundationcoal.com/
http://www.alphanr.com/
Copyright