ABINGDON, Va. and RICHMOND, Va., April 2,
2011 /PRNewswire/ -- Alpha Natural Resources, Inc. (NYSE:
ANR) ("Alpha") and Massey Energy Company (NYSE: MEE) ("Massey")
announced today that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, has expired in
connection with Alpha's previously announced agreement to acquire
Massey. Alpha and Massey also confirmed that they have received
required foreign antitrust approvals and that all antitrust
conditions to closing have now been met.
The closing of the transaction is also subject to other
customary closing conditions, including the effectiveness of
Alpha's Registration Statement on Form S-4, which was initially
filed with the Securities and Exchange Commission on March 17, 2011, and stockholder approval of both
companies. Subject to the satisfaction of these other conditions,
the transaction is expected to close in mid-2011.
About Alpha Natural Resources
Alpha Natural Resources is one of America's premier coal
suppliers with coal production capacity of greater than 90 million
tons a year. Among U.S. producers, Alpha is the leading supplier
and exporter of metallurgical coal used in the steel-making process
and is a major supplier of thermal coal to electric utilities and
manufacturing industries across the country. The Company, through
its affiliates, employs approximately 6,400 people and operates
approximately 60 mines and 14 coal preparation facilities in
Appalachia and the Powder River
Basin. More information about Alpha can be found on the Company's
Web site at www.alphanr.com.
About Massey Energy Company
Massey Energy Company, headquartered in Richmond, Va., with operations in West Virginia, Kentucky and Virginia, is the largest coal producer in
Central Appalachia and is included
in the S&P500 Index. Massey produces, processes and sells
various steam and metallurgical grade coals through its 25
processing plants and shipping centers and employs, through its
various subsidiaries, more than 7,300 employees. More information
about Massey can be found on the Company's Web site at
www.masseyenergyco.com.
Forward Looking Statements
Information set forth herein contains "forward-looking
statements" as defined in the Private Securities Litigation Reform
Act of 1995, which involve a number of risks and uncertainties.
Alpha and Massey 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 Massey,
including future financial and operating results, the combined
company's plans, objectives, expectations (financial or otherwise)
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 Massey
stockholders to approve the transaction; the outcome of pending or
potential litigation or governmental investigations; the risk that
the businesses will not be integrated successfully or such
integration may be more difficult, time-consuming or costly than
expected; uncertainty of the expected financial performance of
Alpha following completion of the proposed transaction; Alpha's
ability to achieve the cost savings and synergies contemplated by
the proposed transaction within the expected time frame; disruption
from the proposed transaction making it more difficult to maintain
relationships with customers, employees or suppliers; 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
information and other factors are contained in Alpha's and Massey's
filings with the Securities and Exchange Commission (the "SEC"),
including Alpha's and Massey's Annual Reports on Form 10-K,
subsequent Quarterly Reports on Form 10-Q, recent Current Reports
on Form 8-K, and other SEC filings, which are available at the
SEC's web site http://www.sec.gov. Alpha and Massey 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
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.
In connection with the proposed merger, on March 17, 2011 Alpha filed with the SEC a
registration statement on Form S-4 (commission file number
333-172888) that includes a preliminary joint proxy
statement/prospectus regarding the proposed merger. After the
registration statement has been declared effective by the SEC, a
definitive joint proxy statement/prospectus will be mailed to Alpha
and Massey 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, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. You may
obtain a copy of the joint proxy statement/prospectus and other
related documents filed by Alpha and Massey with the SEC regarding
the proposed merger as well as other filings containing
information, free of charge, through the web site maintained by the
SEC at www.sec.gov, by directing a request to Alpha's Investor
Relations department at Alpha Natural Resources, Inc., One Alpha Place, P.O. Box 2345, Abingdon, Virginia 24212, Attn: Investor
Relations, to D.F. King & Co.,
Inc., 48 Wall Street, 22nd Floor, New
York, New York 10005 or to Massey's Investor Relations
department at, (804) 788 - 1824 or by email to
Investor@masseyenergyco.com. Copies of the joint proxy
statement/prospectus and the filings with the SEC that are
incorporated by reference in the joint proxy statement/prospectus
can also be obtained, without charge, from Alpha's website at
www.alphanr.com under the heading "Investor Relations" and then
under the heading "SEC Filings" and Massey's website at
www.masseyenergyco.com under the heading "Investors" and then under
the heading "SEC Filings".
Participants in Solicitation
Alpha, Massey 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 is set
forth in the preliminary joint proxy statement/prospectus filed
with the SEC. You can find information about Alpha's and Massey's
directors and executive officers in their respective definitive
proxy statements filed with the SEC on March
30, 2010 and April 16, 2010,
respectively. You can obtain free copies of these documents from
Alpha or Massey using the contact information above.
SOURCE Alpha Natural Resources, Inc.