M&A: CONSOL Energy Inc.

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525001048

Comments: On January 3, 2025, CONSOL Energy Inc., filed an 8-K form disclosing updates regarding its previously announced merger agreement with Arch Resources, Inc. and Mountain Range Merger Sub Inc. The merger agreement was entered on August 20, 2024, which mandates that Merger Sub will merge with Arch, resulting in Arch continuing as the surviving corporation and a wholly owned subsidiary of CONSOL. The board of directors from both companies approved the merger unanimously. A Registration Statement on Form S-4 was filed with the SEC and declared effective on November 26, 2024, leading to the mailing of definitive joint proxy statement/prospectus to stockholders of both companies. The report mentioned that three lawsuits challenging the merger have been filed, with the plaintiffs alleging misleading statements in the joint proxy statement/prospectus. CONSOL and Arch refute these allegations and have agreed to provide supplemental disclosures to mitigate litigation risks without admitting any liability. The report provides numerous amendments to disclosures in the joint proxy statement/prospectus, including governance details post-merger and transitional executive roles. Additionally, projected financial analyses were detailed, including discounted cash flow valuations and equity research price targets. The summary indicates ongoing preparations to finalize the merger and considerations regarding stockholder approvals, potential litigation risks, and operational integration challenges.

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