BRISTOL, TN (WOAY) – Contura Energy, Inc. (“Contura”), ANR, Inc. (“ANR”) and Alpha Natural Resources Holdings, Inc. (“Holdings” and together with ANR, “Alpha”), today announced that, in connection with the proposed business combination between Contura and Alpha (the “Proposed Transaction”), common stockholders of both Holdings and ANR voted affirmatively to adopt the Amended and Restated Agreement and Plan of Merger, dated as of September 26, 2018, among Contura, ANR, Holdings, Prime Acquisition I, Inc. and Prime Acquisition II, Inc. A special meeting of the stockholders of ANR and a separate special meeting of the stockholders of Holdings, both held earlier today, were previously announced on October 17, 2018.
“We are gratified that our shareholders have approved the proposed transaction and that we have taken another step toward creating the largest domestic metallurgical coal producer. We are excited to complete the merger and join together these two strong companies in the very near future,” said David Stetson, Alpha’s chairman and chief executive officer.
Approximately 99.9% of all votes cast by ANR stockholders and approximately 99.9% of all votes cast by Holdings stockholders voted in favor of the Proposed Transaction, representing approximately 87.6% and 77.5% of the outstanding voting power of ANR and Holdings, respectively, in each case as of September 26, 2018, the record date for the special meeting.
“This overwhelming approval by Alpha’s voting stockholders clearly recognizes the significant value potential that the proposed transaction holds for all stakeholders of the combined company,” said Kevin Crutchfield, chief executive officer of Contura Energy. “We are motivated by this vote of confidence to deliver on that potential and look forward to the transaction closing in the coming days.”
Under the terms of the amended and restated agreement, Alpha stockholders will receive 0.4417 Contura common shares for each ANR, Inc. Class C-1 share and each share of common stock of Alpha Natural Resources Holdings, Inc. they own, representing approximately 48.5% ownership in the merged entity. Prior to the closing of the transaction, Alpha stockholders of record as of November 7, 2018, will also receive a special cash dividend in an amount equal to $2.725 for each Class C-1 share and each share of common stock of Alpha Natural Resources Holdings, Inc. they own.
The payment date for the special cash dividend is November 8, 2018, and the transaction is expected to close on November 9, 2018, subject to the satisfaction of customary conditions.
Contura is being advised by Ducera Partners LLC, Davis Polk & Wardwell LLP, and Jefferies LLC. Alpha is being advised by Moelis & Company LLC and Katten Muchin Rosenman LLP.