ST. LOUIS, June 14, 2011 /PRNewswire/ -- Arch Coal, Inc.
(NYSE: ACI) ("Arch") today announced the completion of the cash
tender offer by Arch and its wholly owned subsidiary, Atlas
Acquisition Corp. , for all of the outstanding shares of common
stock of International Coal Group, Inc. (NYSE: ICO)
("ICG"). The tender offer expired at 8:00 a.m., New York
City time, today and was not extended.
Computershare Trust Company, N.A., the depositary for the tender
offer, has advised Arch that a total of approximately 187,951,479
shares of ICG's common stock were validly tendered and not properly
withdrawn upon the expiration of the tender offer (including
approximately 16,244,757 shares subject to guaranteed delivery
procedures). The number of shares validly tendered and
not properly withdrawn upon the expiration of the tender offer
represents approximately 92.1% of ICG's outstanding common stock on
a non-fully diluted basis, and approximately 89.3% of ICG's
outstanding common stock on a fully diluted basis (as determined
pursuant to the previously announced merger
agreement). Arch has accepted for payment all shares
that were validly tendered and not properly withdrawn in the tender
offer.
Arch also announced that it intends to exercise today its
option, under the terms of the merger agreement, to purchase
directly from ICG an aggregate number of additional shares of ICG
common stock that, when added to the number of shares already owned
immediately prior to the exercise of such option (which for these
purposes does not include shares that have been tendered subject to
guaranteed delivery procedures), results in Arch owning one share
more than 90% of the outstanding shares of ICG.
Following the exercise of the option and pursuant to the merger
agreement, ICG will be merged with Atlas Acquisition Corp. and
function as a wholly owned subsidiary of Arch. Arch
expects to effect a "short form" merger under Delaware law and complete the acquisition of
ICG on June 15, 2011.
Under the merger agreement and pursuant to the plan of merger
contained therein, at the effective time of the merger, each share
then outstanding (other than any shares in respect of which
dissenters' rights are validly exercised and any shares held by
Arch, ICG (in its treasury), or any of their wholly owned
subsidiaries) will be converted into the right to receive the same
offer price of $14.60 per share (in
cash, net to the seller, without interest and subject to any
required withholding taxes) that was paid in the tender
offer. Promptly after the completion of the merger, Arch
intends to cause all shares of ICG's common stock to be delisted
from the New York Stock Exchange ("NYSE"). Upon
completion of the merger, ICG shares will cease to be traded on the
NYSE and ICG will no longer have reporting obligations under the
Securities Exchange Act of 1934, as amended.
About Arch
U.S.-based Arch 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 for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
securities. Arch has filed with the Securities and
Exchange Commission (the "SEC") a tender offer statement on
Schedule TO on May 16, 2011, as
amended through the date of this release. ICG filed a
tender offer solicitation/recommendation statement on
Schedule 14D-9 with the SEC on May 16,
2011, as amended through the date of this
release. 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.
