RICHMOND, Va., May 16, 2011 /PRNewswire/ -- Massey Energy
Company (NYSE: MEE) today announced that its Board of Directors had
confirmed a decision to express no opinion and remain neutral
toward the offer by Alpha Natural Resources, Inc. ("Alpha") on
May 3, 2011, to purchase any and all
of Massey's outstanding 6.875% Senior Notes due 2013 (the "Tender
Offer"). The Tender Offer was contemplated in connection with
the previously announced Agreement and Plan of Merger (the "Merger
Agreement") dated January 28, 2011
with Alpha and Mountain Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Alpha ("Merger Sub"), providing for the acquisition
of Massey by Alpha. Subject to the terms and conditions of
the Merger Agreement, Massey will be merged with and into Merger
Sub (the "Merger"), with Massey surviving the Merger as a wholly
owned subsidiary of Alpha.
Massey today announced that its Board of Directors believes that
each noteholder should make its decision as to whether to tender on
an individual rather than collective basis, based on the
noteholder's particular circumstances. The Board of Directors
believes the determination of whether to tender is a financial
decision to be made by each noteholder, in consultation with the
noteholder's financial advisor, based on the terms of the Tender
Offer and the consideration amount being offered by Alpha.
For these reasons, the Board of Directors believes that it is
not appropriate for it to make a recommendation to noteholders
regarding the Tender Offer and expresses no opinion as to the
course of action that noteholders should take in connection with
the Tender Offer and remains neutral toward the Tender Offer.
The announcements contained in this press release were made
pursuant to Rule 14e-2 under the Securities Exchange Act of 1934,
as amended.
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 its web site at
www.masseyenergyco.com.
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.
Alpha and Massey have filed a definitive joint proxy
statement/prospectus regarding the proposed Merger with the
Securities and Exchange Commission (the "SEC"). 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 web site at
www.alphanr.com under the heading "Investor Relations" and then
under the heading "SEC Filings" and Massey's web site 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 definitive joint proxy statement/prospectus filed with
the SEC. You can find information about Alpha's and Massey's
directors and executive officers in Alpha's definitive proxy
statement filed with the SEC on April 1,
2011 and Massey's Amendment No. 1 to its Annual Report on
Form 10-K filed with the SEC on April 19,
2011, respectively. You can obtain free copies of these
documents from Alpha or Massey using the contact information
above.
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.
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 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.
SOURCE Massey Energy Company