ST. LOUIS, May 16, 2011 /PRNewswire/ -- Arch Coal, Inc.
(NYSE: ACI) ("Arch") today announced that a wholly owned subsidiary
of Arch, Atlas Acquisition Corp. ("Merger Sub"), has commenced the
previously announced tender offer to acquire all of the outstanding
shares of International Coal Group, Inc. (NYSE: ICO) ("ICG") common
stock for $14.60 per share in cash
without interest.
Arch and ICG announced on May 2,
2011 the signing of a definitive merger agreement pursuant
to which Arch agreed to cause Merger Sub to commence the tender
offer. The boards of directors of Arch and ICG each
unanimously approved the terms of the merger agreement. The
board of directors of ICG recommends that ICG stockholders tender
their shares pursuant to the tender offer.
The tender offer and withdrawal rights are scheduled to expire
at 8:00 a.m., New York City time, on June 14, 2011, unless the tender offer is
extended or earlier terminated in accordance with the terms of the
merger agreement and the applicable rules and regulations of the
Securities and Exchange Commission. In addition to customary
conditions, the tender offer is subject to a non-waivable minimum
condition that there shall have been validly tendered and not
withdrawn prior to the expiration of the offer a number of shares
of ICG representing at least a majority of the outstanding shares
of ICG. The tender offer is not subject to a financing
condition. Assuming the tender offer is completed, Arch
intends to consummate a second-step merger pursuant to which
non-tendering holders of ICG common stock would be entitled to
receive cash equal to the $14.60
offer price per share.
Morgan Stanley & Co. Incorporated is the dealer manager and
Innisfree M&A Incorporated is the information agent for the
tender offer.
About Arch
U.S.-based Arch Coal is one of the world's largest coal
producers, with more than 160 million tons of coal sold in 2010.
Arch's national network of mines supplies cleaner-burning,
low-sulfur coal to customers on four continents, including U.S. and
international power producers and steel manufacturers. In
2010, Arch achieved record revenues of $3.2
billion. For more information, visit
www.archcoal.com.
Important Additional Information
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer is
being made pursuant to a tender offer statement on Schedule TO
that will be filed by Arch with the Securities and Exchange
Commission ("SEC") on May 16, 2011.
ICG will file a solicitation/recommendation statement on
Schedule 14D-9 with respect to the tender offer on
May 16, 2011. The tender offer
statement (including an offer to purchase, a related letter of
transmittal and other tender offer documents) and the
solicitation/recommendation statement contain important information
that should be read carefully before making any decision to tender
securities in the tender offer. ICG stockholders may obtain a
free copy of these materials (and all other tender offer documents
filed with the SEC) on the SEC's website: www.sec.gov. The Schedule
TO (including the offer to purchase and related materials, and the
Schedule 14D-9, including the solicitation/recommendation
statement, may also be obtained for free by contacting Innisfree
M&A. Stockholders may call toll-free (877) 717-3922. Banks and
brokers may call collect (212) 750-5833.
Arch Coal Investor Relations 314/994-2897
Forward-Looking Statements: This press release contains
"forward-looking statements" – that is, statements related to
future, not past, events. In this context, forward-looking
statements often address our expected future business and financial
performance, and often contain words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," or "will."
Forward-looking statements by their nature address matters
that are, to different degrees, uncertain. For us, particular
uncertainties arise from changes in the demand for our coal by the
domestic electric generation industry; from legislation and
regulations relating to the Clean Air Act and other environmental
initiatives; from operational, geological, permit, labor and
weather-related factors; from fluctuations in the amount of cash we
generate from operations; from future integration of acquired
businesses; and from numerous other matters of national, regional
and global scale, including those of a political, economic,
business, competitive or regulatory nature. These
uncertainties may cause our actual future results to be materially
different than those expressed in our forward-looking statements.
We do not undertake to update our forward-looking statements,
whether as a result of new information, future events or otherwise,
except as may be required by law. For a description of some
of the risks and uncertainties that may affect our future results,
you should see the risk factors described from time to time in the
reports we file with the SEC.
SOURCE Arch Coal, Inc.
