Arch Sources and CONSOL Power Announce Expiration of Hart-Scott-Rodino Office Ready Length in Admire of Pending Merger
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Arch Sources and CONSOL Power Announce Expiration of Hart-Scott-Rodino Office Ready Length in Admire of Pending Merger


ST. LOUIS and CANONSBURG, Pa., Oct. 14, 2024 /PRNewswire/ — Arch Sources, Inc. (“Arch”) (NYSE: ARCH) and CONSOL Power Inc. (“CONSOL”) (NYSE: CEIX) lately introduced that the ready length beneath the Hart-Scott-Rodino Antitrust Enhancements Office of 1976, as amended (the “HSR Act”), in terms of the pending mixture of CONSOL and Arch expired at 11:59 p.m. Jap Month on October 11, 2024. The expiration of the ready length beneath the HSR Office is among the situations to the utmost of the pending mixture. Finishing touch of the transaction is topic to the pleasure of the residue normal utmost situations, together with esteem by way of each firms’ stockholders.

About Arch Sources, Inc.

Arch Sources is a premier manufacturer of fine quality metallurgical merchandise for the worldwide metal business. The corporate operates wide, fashionable and extremely environment friendly mines that constantly poised the business same old for each mine protection and environmental stewardship. Arch Sources from year to year makes use of its web site – www.archrsc.com – as a channel of distribution for subject material corporate data. To be informed extra about us and our top rate metallurgical merchandise, journey to www.archrsc.com.

About CONSOL Power Inc.

CONSOL Power Inc. (NYSE: CEIX) is a Canonsburg, Pennsylvania-based manufacturer and exporter of high-Btu bituminous thermal coal and metallurgical coal. It owns and operates one of the vital maximum fruitful longwall mining operations within the Northern Appalachian Basin. CONSOL’s flagship operation is the Pennsylvania Mining Advanced, which possesses potential to assemble roughly 28.5 million lots of coal according to moment and is made from 3 large-scale underground mines: Bailey Mine, Enlow Fork Mine, and Harvey Mine. CONSOL not too long ago advanced the Itmann Mine within the Central Appalachian Basin, which possesses potential when absolutely operational to assemble more or less 900 thousand lots according to annum of top rate, low-vol metallurgical coking coal. The corporate additionally owns and operates the CONSOL Marine Terminal, which is positioned within the port of Baltimore and has a throughput capability of roughly 20 million lots according to moment. Along with the ~584 million keep lots related to the Pennsylvania Mining Advanced and the ~28 million keep lots related to the Itmann Mining Advanced, the corporate controls roughly 1.3 billion lots of greenfield thermal and metallurgical coal reserves and assets positioned within the main coal-producing basins of the japanese United States. Supplementary data referring to CONSOL Power could also be discovered at www.consolenergy.com

Cautionary Commentary Relating to Ahead-Taking a look Data

This communique incorporates sure “forward-looking statements” inside the that means of federal securities rules. Ahead-looking statements could also be known by way of phrases reminiscent of “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and indistinguishable expressions. Ahead-looking statements aren’t statements of historic reality and replicate CONSOL’s and Arch’s tide perspectives about generation occasions. Such forward-looking statements come with, with out limitation, statements about some great benefits of the proposed transaction involving CONSOL and Arch, together with generation monetary and working effects, CONSOL’s and Arch’s plans, goals, expectancies and intentions, the predicted timing and probability finishing touch of the proposed transaction, and alternative statements that aren’t historic information, together with estimates of coal reserves, estimates of generation manufacturing, suppositions referring to generation coal pricing, deliberate supply of coal to markets and the related prices, generation result of operations, projected money tide and liquidity, industry technique and alternative plans and goals for generation operations. Disagree promises may also be for the reason that the forward-looking statements contained on this communique will happen as projected, and fresh effects might vary materially from the ones projected. Ahead-looking statements are in line with tide expectancies, estimates and suppositions that contain various dangers and uncertainties that would purpose fresh effects to vary materially from the ones projected. Those dangers and uncertainties come with, with out limitation, the power to procure the needful CONSOL and Arch stockholder approvals; the danger that CONSOL or Arch could also be not able to procure governmental and regulatory approvals required for the proposed transaction (and the danger that such approvals might end result within the imposition of situations that would adversely impact the mixed corporate or the predicted advantages of the proposed transaction); the danger that an match, exchange or alternative shape may give get up to the termination of the proposed transaction; the danger {that a} situation to utmost of the proposed transaction will not be glad; the danger of delays in finishing the proposed transaction; the danger that the companies is probably not built-in effectively; the danger that the fee financial savings and any alternative synergies from the proposed transaction will not be absolutely discovered or might speed longer to understand than anticipated; the danger that any announcement with regards to the proposed transaction will have antagonistic results available on the market worth of CONSOL’s familiar accumulation or Arch’s familiar accumulation; the danger of litigation indistinguishable to the proposed transaction; the danger that the credit score rankings of the mixed corporate or its subsidiaries could also be other from what the firms be expecting; the sleep of control year from ongoing industry operations and alternatives on account of the proposed transaction; the danger of inauspicious reactions or adjustments to industry or worker relationships, together with the ones on account of the announcement or finishing touch of the proposed transaction; the dilution brought about by way of CONSOL’s issuance of extra stocks of its capital accumulation in reference to the proposed transaction; adjustments in coal costs, that may be brought about by way of various elements, together with adjustments within the home and overseas provide of and insist for coal and the home and overseas call for for metal and electrical energy; the volatility in commodity and capital apparatus costs for coal mining operations; the presence or recoverability of estimated reserves; the power to switch reserves; environmental and geological dangers; mining and working dangers; the dangers indistinguishable to the provision, reliability and cost-effectiveness of transportation amenities and fluctuations in transportation prices; foreign currencies, festival, executive legislation or alternative movements; the power of control to explode its plans to satisfy its objectives; dangers related to the evolving criminal, regulatory and tax regimes; adjustments in financial, monetary, political and regulatory situations; herbal and man-made failures; civil unrest, pandemics, and situations that can end result from legislative, regulatory, business and coverage adjustments; and alternative dangers inherent in CONSOL’s and Arch’s companies.

All such elements are tricky to expect, are past CONSOL’s and Arch’s keep an eye on, and are topic to extra dangers and uncertainties, together with the ones realistic to life in CONSOL’s annual file on Mode 10-Okay for the moment ended December 31, 2023, quarterly stories on Mode 10-Q, and tide stories on Mode 8-Okay which might be to be had on its web site at https://investors.consolenergy.com/sec-filings and at the SEC’s web site at http://www.sec.gov, and the ones realistic to life in Arch’s annual file on Mode 10-Okay for the moment ended December 31, 2023, quarterly stories on Mode 10-Q and tide stories on Mode 8-Okay which might be to be had on Arch’s web site at https://investor.archrsc.com/sec-filings/ and at the SEC’s web site at http://www.sec.gov.

Ahead-looking statements are in line with the estimates and critiques of control on the year the statements are made. Neither CONSOL nor Arch undertakes any legal responsibility to publicly replace any forward-looking commentary, whether or not on account of unutilized data, generation occasions or in a different way, aside from as required by way of regulation. Readers are cautioned to not park undue reliance on those forward-looking statements that talk simplest as of the presen hereof.

Disagree Do business in or Solicitation

This communique isn’t meant to be, and shall no longer represent, an trade in to shop for or promote or the solicitation of an trade in to shop for or promote any securities, or a solicitation of any vote or esteem, nor shall there be any sale of securities in any jurisdiction during which such trade in, solicitation or sale could be illegal previous to registration or qualification beneath the securities rules of this sort of jurisdiction. Disagree providing of securities will be made, aside from by way of a prospectus assembly the necessities of Category 10 of the U.S. Securities Office of 1933, as amended.

Supplementary Details about the Transaction and The place to In finding It

In reference to the proposed transaction, CONSOL filed with the SEC on October 1, 2024 a registration commentary on Mode S-4 that features a initial joint proxy commentary of Arch and CONSOL and that still constitutes a prospectus of CONSOL. Every of Arch and CONSOL may additionally record alternative related paperwork with the SEC in regards to the proposed transaction. This record isn’t an alternative to the definitive joint proxy commentary/prospectus or registration commentary or any alternative record that Arch or CONSOL might record with the SEC. The definitive joint proxy commentary/prospectus (if and when to be had) will likely be mailed to stockholders of Arch and CONSOL. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCH, CONSOL AND THE PROPOSED TRANSACTION.

Traders and safety holders will have the ability to download distant copies of the registration commentary, initial joint proxy commentary/prospectus and definitive joint proxy commentary/prospectus (if and when to be had) and alternative paperwork containing remarkable details about Arch, CONSOL and the proposed transaction, as soon as such paperwork are filed with the SEC in the course of the web site maintained by way of the SEC at http://www.sec.gov. Copies of the registration commentary and initial joint proxy commentary/prospectus, definitive joint proxy commentary/prospectus (if and when to be had) and alternative paperwork filed with the SEC by way of Arch could also be got distant of fee on Arch’s web site at https://investor.archrsc.com/sec-filings/ or, then again, by way of directing a request by way of mail to Arch’s Company Secretary at One CityPlace Power, Suite 300, St. Louis, Missouri, 63141. Copies of the registration commentary, initial joint proxy commentary/prospectus and definitive joint proxy commentary/prospectus (if and when to be had) and alternative paperwork filed with the SEC by way of CONSOL could also be got distant of fee on CONSOL’s web site at https://investors.consolenergy.com/sec-filings or, then again, by way of directing a request by way of mail to CONSOL’s Company Secretary at 275 Era Power, Suite 101, Canonsburg, Pennsylvania 15317.

Individuals within the Solicitation

Arch, CONSOL and sure in their respective administrators and govt officials could also be deemed to be individuals within the solicitation of proxies in appreciate of the proposed transaction. Details about the administrators and govt officials of Arch, together with an outline in their direct or oblique pursuits, by way of safety holdings or in a different way, is about forth in Arch’s proxy statement for its 2024 Annual Assembly of Stockholders, which was once filed with the SEC on March 27, 2024, together with beneath the headings “Executive Compensation,” “Director Compensation,” “Equity Compensation Plan Information,” and “Security Ownership of Directors and Executive Officers.” To the level holdings of Arch familiar accumulation by way of the administrators and govt officials of Arch have modified from the quantities of Arch familiar accumulation held by way of such individuals as mirrored therein, such adjustments had been or will likely be mirrored on Preliminary Statements of Really useful Possession of Securities on Mode 3 (“Form 3”), Statements of Adjustments in Really useful Possession on Mode 4 (“Form 4”) or Annual Statements of Adjustments in Really useful Possession of Securities on Mode 5 (“Form 5”), in each and every case filed with the SEC, together with: the Mode 3 filed by way of George John Schuller on March 19, 2024; and the Modes 4 filed by way of Pamela Butcher on March 13, 2024, March 18, 2024, June 17, 2024 and September 16, 2024, James Chapman on March 11, 2024, Paul Demzik on March 5, 2024, John Eaves on March 8, 2024, Patrick Kriegshauser on March 18, 2024, June 17, 2024 and September 16, 2024, Holly Koeppel on March 18, 2024, June 17, 2024 and September 16, 2024, Richard Navarre on March 18, 2024, June 17, 2024 and September 16, 2024, George John Schuller on March 21, 2024, Peifang Zhang on March 18, 2024, June 17, 2024 and September 16, 2024 and John Ziegler on March 8, 2024.  Details about the administrators and govt officials of CONSOL, together with an outline in their direct or oblique pursuits, by way of safety holdings or in a different way, is about forth in CONSOL’s proxy statement for its 2024 Annual Assembly of Stockholders, which was once filed with the SEC on April 1, 2024, together with beneath the headings “Board of Directors and Compensation Information,” “Executive Compensation Information” and “Beneficial Ownership of Securities.”  To the level holdings of CONSOL familiar accumulation by way of the administrators and govt officials of CONSOL have modified from the quantities of CONSOL familiar accumulation held by way of such individuals as mirrored therein, such adjustments had been or will likely be mirrored on Modes 3, Modes 4 or Modes 5, in each and every case filed with the SEC, together with: the Modes 4 filed by way of James Brock on May 24, 2024 and July 1, 2024, John Turbines on May 9, 2024, Cassandra Chia-Wei Pan on May 9, 2024, Valli Perera on May 9, 2024, Joseph Platt on May 9, 2024 and John Rothka on March 8, 2024.  Alternative data in regards to the individuals within the proxy solicitations and an outline in their direct and oblique pursuits, by way of safety holdings or in a different way, will likely be contained within the registration commentary and joint proxy commentary/prospectus and alternative related fabrics to be filed with the SEC in regards to the proposed transaction when such fabrics develop into to be had. Traders and safety holders will have to learn the registration commentary and joint proxy commentary/prospectus moderately when it turns into to be had prior to making any balloting or funding selections.  It’s possible you’ll download distant copies of any of the paperwork referenced herein from Arch or CONSOL the use of the resources indicated above.

Arch Sources Contacts

 

Traders

Deck Slone

314-994-2916

[email protected]

 

Media

Andrew Siegel / Aaron Palash / Spencer Hoffman

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

 

 

CONSOL Power Contacts

 

Traders

Nathan Tucker

724-416-8336

[email protected]

 

Media

Erica Fisher

724-416-8292

[email protected]

 

OR

 

Barrett Blonde / Adam Pollack / Kara Grimaldi

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

 

 

SOURCE CONSOL Power Inc.

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