Alpha Natural Resources and Massey Energy Co have signed a definitive agreement under which Alpha will acquire all outstanding shares of Massey common stock, subject to customary closing conditions including stockholder approval of both companies. The merger brings together Alpha’s and Massey’s complementary assets, which include more than 110 mines and combined coal reserves of approximately 5,000 Mt, including one of the world’s largest and highest-quality metallurgical coal reserve bases.

Alpha and Massey believe the new entity will be well positioned to capitalise on strong global demand trends for coal including the metallurgical coal used in the steel manufacturing process. Further, the combination is expected to permit Alpha and Massey to benefit from geographical and asset diversification, including operations and reserves in Central and Northern Appalachia, the Illinois Basin and the Powder River Basin in Wyoming.

The resulting company will have an attractive financial profile with expected pro forma 2010 revenues of some $6.9 billion and the highest free cash flow generation of any pure-play US coal company, a responsible balance sheet, and significantly enhanced scale with a combined enterprise value of approximately $15 billion. Stockholders and customers of both companies will also benefit from synergies which are expected to exceed an annual run-rate of $150 million within the second year of operations, as well as anticipated cash flow accretion in the first full year of combined operations.

Alpha Natural Resources is one of America’s premier coal suppliers with coal production capacity of greater than 90 Mt/y. Among US producers, Alpha is the leading supplier and exporter of metallurgical coal used in the steel-making process and is a major supplier of thermal coal to electric utilities and manufacturing industries across the country. Through its affiliates, it employs approximately 6,400 people and operates approximately 60 mines and 14 coal preparation facilities in Appalachia and the Powder River Basin.

Massey Energy, with operations in West Virginia, Kentucky and Virginia, is the largest coal producer in Central Appalachia. It produces, processes and sells various steam and metallurgical grade coals through its 26 processing plants, docks and shipping centers and employs through its various subsidiaries more than 7,300 employees.

“We’re very pleased that Massey has chosen to join forces with Alpha and commit to this truly transformational deal,” said Kevin Crutchfield, Alpha’s CEO. “Together we will be America’s largest supplier of metallurgical coal for the world’s steel industry and a highly diversified supplier of thermal coal to electric utilities in the US and overseas. The strategic and operational fit of our two companies is clear and compelling. Both companies’ stockholders will gain an opportunity to participate in the upside potential of a global industry leader with a robust production portfolio, attractive growth profile and substantial reserve base. Together, we are committed to creating a stronger company that has the scale to capitalise on further growth opportunities, succeed in a changing regulatory landscape and maintain the absolute highest standards in safety and environmental excellence.”

Baxter F. Phillips, Jr., Massey’s CEO and President, stated, “This transaction represents a tremendous opportunity for Massey to partner with our Central Appalachian neighbour, Alpha, to create a new industry leader. After a careful review of a wide range of strategic opportunities, our board unanimously determined that this is the right course for our company. We have always respected Alpha’s passion for this business and we believe this is a natural and logical combination that has great upside for our members, communities, customers and other important constituents.”

Crutchfield added, “As we demonstrated in the Foundation transaction, we have a proven history of successful integrations since our inception in 2002, and we’ve built a strong track record of creating value through thoughtful strategic growth. We’re already prepared to launch a seamless integration process, which includes implementing our employee-driven Running Right philosophy of safety and environmental stewardship across the business. This is not just a combination of strong asset portfolios, but a transaction that will empower a combined group of almost 14,000 people and with a focus on continued investment in safety, the environment and our communities.”

Alpha’s Chairman, Mike Quillen, commented, “We’ve always believed that the combination of Alpha and Massey makes for a great partnership, and we’re thrilled about the opportunities this will create for the employees of both organisations. Their talents, skills and ambition will be the foundation of a dynamic industry leader.”

The boards of directors of Alpha and Massey have each approved the terms of the definitive merger agreement and have recommended that their respective stockholders approve the transaction. The transaction is expected to close in mid-2011 and is subject to approval by each company’s stockholders and customary regulatory approvals and closing conditions.

Under the terms of the agreement, Massey stockholders will receive, at the closing, 1.025 shares of Alpha common stock and $10.00 in cash for each share of Massey common stock. Based on the closing share price of Alpha common stock as of January 28, 2011, the agreement placed a value of $69.33 per share of Massey common stock (implying $8.5 billion enterprise value for Massey) and represents a 21% premium to Massey’s current share price. Upon completion of the transaction, Alpha and Massey stockholders will own approximately 54% and 46% of the combined company, respectively.

Alpha has obtained $3.3 billion in committed financing from Morgan Stanley and Citi which, in addition to existing cash balances, will be sufficient to finance cash consideration to Massey stockholders and to refinance certain existing Alpha and Massey debt.

Morgan Stanley is acting as lead financial advisor to Alpha. Citi also provided financial advice and Cleary Gottlieb Steen & Hamilton LLP is advising Alpha on legal matters in connection with the transaction. Perella Weinberg Partners LP and UBS Securities LLC are acting as financial advisors to Massey and Cravath, Swaine & Moore LLP and Troutman Sanders LLP are acting as Massey’s legal counsel.