M&A: ARCH RESOURCES, INC.

Form Type: 425

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000110465925000574

Comments: On January 3, 2025, Arch Resources, Inc. disclosed details regarding its merger agreement with CONSOL Energy Inc. and Mountain Range Merger Sub Inc., under which Merger Sub will merge with Arch, with Arch as the surviving entity and wholly owned subsidiary of CONSOL. The merger agreement was approved unanimously by both companies' boards. Following the merger announcement, three lawsuits were filed, alleging false and misleading statements in the joint proxy statement/prospectus related to the merger. While Arch and CONSOL deny any wrongdoing, they will voluntarily supplement the disclosure to avoid delays. The report includes amended financial analysis methods and conclusions derived by Perella Weinberg Partners, the financial advisor for Arch, detailing enterprise values and implied equity values associated with the merger. The analysis incorporates various financial metrics, including unlevered free cash flows and terminal value calculations, and presents updated director arrangements for the combined entity while stating that any forward-looking statements are subject to risks and uncertainties influencing the transaction completion.

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Form Type: 425

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525001053

Comments: On January 3, 2025, CONSOL Energy Inc. reported its merger agreement with Arch Resources, Inc. and Mountain Range Merger Sub Inc. This agreement was entered into on August 20, 2024, under which Merger Sub is set to merge with Arch, with Arch becoming a wholly owned subsidiary of CONSOL. The merger was unanimously approved by both companies' boards of directors. Following the merger announcement, three lawsuits were filed challenging the merger, alleging that the joint proxy statement contained false or misleading statements. In response, CONSOL and Arch decided to supplement the joint proxy statement without admitting any wrongdoing, to mitigate potential delays or legal costs. The document also outlines the updates to the proxy statement related to the merger details, additional financial analyses performed by Perella Weinberg Partners, and discussions regarding executive roles in the combined company. Details of equity research analysts' price targets and the handling of legacy liabilities during the merger are also included. Additionally, the structures of directors for the combined company post-merger have been presented, confirming specific appointments. The report emphasizes the forward-looking nature of the merger outcomes and the associated risks involved, particularly with stockholder approvals and potential litigation.

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Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000110465925000570

Comments: On January 3, 2025, Arch Resources, Inc. reported on a merger agreement formed on August 20, 2024, with CONSOL Energy Inc. and Mountain Range Merger Sub Inc. Under this agreement, Merger Sub will merge with Arch, with Arch becoming a wholly owned subsidiary of CONSOL. Both companies’ boards approved the merger, and a Registration Statement on Form S-4 was filed with the SEC and became effective on November 26, 2024. A definitive joint proxy statement and prospectus was subsequently mailed to stockholders on that date. The filing disclosed three lawsuits challenging the merger and demand letters alleging misleading statements in the joint proxy statement. Arch and CONSOL believe these allegations are without merit. They will supplement their joint proxy statement/prospectus by providing additional disclosures without admitting any legal violations, to mitigate the risk of delays or litigation costs. Specific updates include adjustments to financial analyses and management structures following the merger completion. Affected equity valuations and projected share values as related to the merger were also discussed, highlighting the implications for both Arch’s and CONSOL’s future operations and stockholder interests.

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