Alpha Natural Resources and Massey Energy Agree to $8.5 Billion Combination
Combination creates a premier coal operator in the United States and
a global leader in metallurgical coal supply
Merged company will have a total reserve base of approximately 5
billion tons with one of the world′s largest, highest-quality
metallurgical coal reserve bases
Transaction expected to benefit stockholders and customers of both
companies through substantial synergies with cash flow accretion in
first full year of operations
Alpha Natural Resources, Inc. (NYSE: ANR) ('Alpha?) and Massey Energy
Company (NYSE: MEE) ('Massey?) announced today that they signed a
definitive agreement under which Alpha will acquire all outstanding
shares of Massey common stock, subject to customary closing conditions
including stockholder approval of both companies. Under the terms of the
agreement, Massey stockholders will receive, at the closing, 1.025
shares of Alpha common stock and $10.00 in cash for each share of Massey
common stock. Based on the closing share price of Alpha common stock as
of January 28, 2011, the agreement placed a value of $69.33 per share of
Massey common stock (implying $8.5 billion enterprise value for Massey)
and represents a 21% premium to Massey′s current share price. Upon
completion of the transaction, Alpha and Massey stockholders will own
approximately 54% and 46% of the combined company, respectively.
The merger will bring together Alpha′s and Massey′s highly complementary
assets, which include more than 110 mines and combined coal reserves of
approximately 5 billion tons, including one of the world′s largest and
highest-quality metallurgical coal reserve bases. Alpha and Massey
believe the new entity will be well positioned to capitalize on strong
global demand trends for coal including the metallurgical coal used in
the steel manufacturing process. Further, the combination is expected to
permit Alpha and Massey to benefit from geographical and asset
diversification, including operations and reserves in Central and
Northern Appalachia, the Illinois Basin and the Powder River Basin in
Wyoming.
The resulting company will have an attractive financial profile with
expected pro forma 2010 revenues of approximately $6.9 billion and the
highest free cash flow generation of any pure-play U.S. coal company, a
responsible balance sheet, and significantly enhanced scale with a
combined enterprise value of approximately $15 billion. Stockholders and
customers of both companies will also benefit from synergies which are
expected to exceed an annual run-rate of $150 million within the second
year of operations, as well as anticipated cash flow accretion in the
first full year of combined operations.
'We′re very pleased that Massey has chosen to join forces with Alpha and
commit to this truly transformational deal,? said Kevin Crutchfield,
Alpha′s chief executive officer. 'Together we will be America′s largest
supplier of metallurgical coal for the world′s steel industry and a
highly diversified supplier of thermal coal to electric utilities in the
U.S. and overseas. The strategic and operational fit of our two
companies is clear and compelling. Both companies′ stockholders will
gain an opportunity to participate in the upside potential of a global
industry leader with a robust production portfolio, attractive growth
profile and substantial reserve base. Together, we are committed to
creating a stronger company that has the scale to capitalize on further
growth opportunities, succeed in a changing regulatory landscape and
maintain the absolute highest standards in safety and environmental
excellence.?
Baxter F. Phillips, Jr., Massey′s chief executive officer and president,
stated, 'This transaction represents a tremendous opportunity for Massey
to partner with our Central Appalachian neighbor, Alpha, to create a new
industry leader. After a careful review of a wide range of strategic
opportunities, our board unanimously determined that this is the right
course for our company. The merger with Alpha offers Massey stockholders
an immediate and substantial premium, as well as the opportunity to
participate in the significant value creation opportunities our
combination presents. We have always respected Alpha′s passion for this
business and we believe this is a natural and logical combination that
has great upside for our members, communities, customers and other
important constituents.?
Mr. Crutchfield added, 'As we demonstrated in the Foundation
transaction, we have a proven history of successful integrations since
our inception in 2002, and we′ve built a strong track record of creating
value through thoughtful strategic growth. We′re already prepared to
launch a seamless integration process, which includes implementing our
employee-driven Running Right philosophy of safety and
environmental stewardship across the business. This is not just a
combination of strong asset portfolios, but a transaction that will
empower a combined group of almost 14,000 people and with a focus on
continued investment in safety, the environment and our communities.?
Alpha′s chairman, Mike Quillen, commented, 'We′ve always believed that
the combination of Alpha and Massey makes for a great partnership, and
we′re thrilled about the opportunities this will create for the
employees of both organizations. Their talents, skills and ambition will
be the foundation of a dynamic industry leader.?
The boards of directors of Alpha and Massey have each approved the terms
of the definitive merger agreement and have recommended that their
respective stockholders approve the transaction. The transaction is
expected to close in mid-2011 and is subject to approval by each
company′s stockholders and customary regulatory approvals and closing
conditions.
Alpha has obtained $3.3 billion in committed financing from Morgan
Stanley and Citi which, in addition to existing cash balances, will be
sufficient to finance cash consideration to Massey stockholders and to
refinance certain existing Alpha and Massey debt.
Advisors
Morgan Stanley is acting as lead financial advisor to Alpha. Citi also
provided financial advice and Cleary Gottlieb Steen & Hamilton LLP is
advising Alpha on legal matters in connection with the transaction.
Perella Weinberg Partners LP and UBS Securities LLC are acting as
financial advisors to Massey and Cravath, Swaine & Moore LLP and
Troutman Sanders LLP are acting as Massey′s legal counsel.
Analyst/Investor Conference Call/Webcast
There will be a conference call and webcast for the investment community
on Monday, January 31, 2011 at 8:00 a.m. ET. The call can be accessed by
dialing: 877-407-8037 or 201-689-8037.
The conference call will also be webcast live and will be available for
replay on both companies′ websites at www.alphanr.com
and www.masseyenergyco.com.
Accompanying slides will be available on the Alpha and Massey websites.
In addition, a telephonic replay will be available through February 14,
2011 by calling 877-660-6853 or 201-612-7415 and entering account number
328, then replay ID 366500.
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 26 processing plants, docks 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.
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.
Important Additional Information and Where to Find It
In connection with the proposed merger, Alpha will file with the SEC a
registration statement on Form S-4 that will include 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 WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. You may obtain
a copy of the joint proxy statement/prospectus (when available) 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 will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, when available, 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 will be set forth in the joint proxy
statement/prospectus when it is 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.
Alpha Natural Resources:
Investor
Relations:
Todd Allen, 276-739-5328
or
Media:
Ted
Pile, 276-623-2920
Rick Nida, 276-739-5304
or
Sard
Verbinnen & Co
Drew Brown/Michael Henson/Jonathan Doorley,
212-687-8080
or
Massey Energy Company:
Investor
Relations:
Roger Hendriksen, 804-788-1824