Filing pursuant to Rule 425 under the
Securities Act of 1933, as amended
Deemed filed under Rule 14a-12 under the
Securities Exchange Act of 1934, as amended
Filer: Massey Energy Company
Subject Company: Massey Energy Company
Commission File Number: 001-07775
This filing relates to a planned merger (the “Merger”) between Alpha Natural Resources, Inc. (“Alpha”) and Massey Energy Company (“Massey”) pursuant to the terms of an Agreement and Plan of Merger, dated as of January 28, 2011 (the “Merger Agreement”), by and among Alpha, Mountain Merger Sub, Inc. and Massey. The Merger Agreement is on file with the Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K filed by Massey on January 31, 2011, and is incorporated by reference into this filing.
The following presentation was made on March 9, 2011.
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Alpha - Massey Integration Update
John M. Poma
March 9, 2011
John M. Poma
March 9, 2011
Forward Looking Statements
Information set forth herein contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, which involve a
number of risks and uncertainties. Alpha and Massey caution readers that any forward-looking information is not a guarantee of future performance
and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but
are not limited to, statements about the benefits of the business combination transaction involving Alpha and Massey, including future financial and
operating results, the combined company’s plans, objectives, expectations (financial or otherwise) and intentions and other statements that are not
historical facts.
number of risks and uncertainties. Alpha and Massey caution readers that any forward-looking information is not a guarantee of future performance
and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but
are not limited to, statements about the benefits of the business combination transaction involving Alpha and Massey, including future financial and
operating results, the combined company’s plans, objectives, expectations (financial or otherwise) and intentions and other statements that are not
historical facts.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain
regulatory approvals of the transaction on the proposed terms and schedule; the failure of Alpha or Massey stockholders to approve the transaction; the
outcome of pending or potential litigation or governmental investigations; the risk that the businesses will not be integrated successfully or such
integration may be more difficult, time-consuming or costly than expected; uncertainty of the expected financial performance of Alpha following
completion of the proposed transaction; Alpha’s ability to achieve the cost savings and synergies contemplated by the proposed transaction within the
expected time frame; disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers;
the calculations of, and factors that may impact the calculations of, the acquisition price in connection with the proposed merger and the allocation of
such acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; general economic conditions that are
less favorable than expected; changes in, renewal of and acquiring new long term coal supply arrangements; and competition in coal markets. Additional
information and other factors are contained in Alpha’s and Massey’s filings with the Securities and Exchange Commission (the “SEC”), including
Alpha’s and Massey’s Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC
filings, which are available at the SEC’s web site http://www.sec.gov. Alpha and Massey disclaim any obligation to update and revise statements
contained in these materials based on new information or otherwise.
regulatory approvals of the transaction on the proposed terms and schedule; the failure of Alpha or Massey stockholders to approve the transaction; the
outcome of pending or potential litigation or governmental investigations; the risk that the businesses will not be integrated successfully or such
integration may be more difficult, time-consuming or costly than expected; uncertainty of the expected financial performance of Alpha following
completion of the proposed transaction; Alpha’s ability to achieve the cost savings and synergies contemplated by the proposed transaction within the
expected time frame; disruption from the proposed transaction making it more difficult to maintain relationships with customers, employees or suppliers;
the calculations of, and factors that may impact the calculations of, the acquisition price in connection with the proposed merger and the allocation of
such acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; general economic conditions that are
less favorable than expected; changes in, renewal of and acquiring new long term coal supply arrangements; and competition in coal markets. Additional
information and other factors are contained in Alpha’s and Massey’s filings with the Securities and Exchange Commission (the “SEC”), including
Alpha’s and Massey’s Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC
filings, which are available at the SEC’s web site http://www.sec.gov. Alpha and Massey disclaim any obligation to update and revise statements
contained in these materials based on new information or otherwise.
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.
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Forward Looking Statements
In connection with the proposed merger, Alpha will file with the SEC a registration statement on Form S-4 that will include a preliminary joint proxy
statement/prospectus regarding the proposed merger. After the registration statement has been declared effective by the SEC, a definitive joint proxy
statement/prospectus will be mailed to Alpha and Massey stockholders in connection with the proposed merger. INVESTORS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS RELATING TO THE MERGER FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. You may obtain a copy of the joint proxy statement/prospectus (when available)
and other related documents filed by Alpha and Massey with the SEC regarding the proposed merger as well as other filings containing information, free
of charge, through the web site maintained by the SEC at www.sec.gov, by directing a request to Alpha’s Investor Relations department at Alpha Natural
Resources, Inc., One Alpha Place, P.O. Box 2345, Abingdon, Virginia 24212, Attn: Investor Relations, to D.F. King & Co., Inc., 48 Wall Street, 22nd Floor,
New York, New York 10005 or to Massey’s Investor Relations department at, (804) 788
statement/prospectus regarding the proposed merger. After the registration statement has been declared effective by the SEC, a definitive joint proxy
statement/prospectus will be mailed to Alpha and Massey stockholders in connection with the proposed merger. INVESTORS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS RELATING TO THE MERGER FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. You may obtain a copy of the joint proxy statement/prospectus (when available)
and other related documents filed by Alpha and Massey with the SEC regarding the proposed merger as well as other filings containing information, free
of charge, through the web site maintained by the SEC at www.sec.gov, by directing a request to Alpha’s Investor Relations department at Alpha Natural
Resources, Inc., One Alpha Place, P.O. Box 2345, Abingdon, Virginia 24212, Attn: Investor Relations, to D.F. King & Co., Inc., 48 Wall Street, 22nd Floor,
New York, New York 10005 or to Massey’s Investor Relations department at, (804) 788
- 1824 or by email to Investor@masseyenergyco.com. Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated
by reference in the joint proxy statement/prospectus can also be obtained, when available, without charge, from Alpha’s website at www.alphanr.com
under the heading “Investor Relations” and then under the heading “SEC Filings” and Massey’s website at www.masseyenergyco.com under the heading
“Investors” and then under the heading “SEC Filings”.
by reference in the joint proxy statement/prospectus can also be obtained, when available, without charge, from Alpha’s website at www.alphanr.com
under the heading “Investor Relations” and then under the heading “SEC Filings” and Massey’s website at www.masseyenergyco.com under the heading
“Investors” and then under the heading “SEC Filings”.
Participants in Solicitation
Alpha, Massey and their respective directors, executive officers and certain other members of management and employees may be deemed to be
participants in the solicitation of proxies in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of proxies in favor of the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed
with the SEC. You can find information about Alpha’s and Massey’s directors and executive officers in their respective definitive proxy statements filed
with the SEC on March 30, 2010 and April 16, 2010, respectively. You can obtain free copies of these documents from Alpha or Massey using the contact
information above.
participants in the solicitation of proxies in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of proxies in favor of the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed
with the SEC. You can find information about Alpha’s and Massey’s directors and executive officers in their respective definitive proxy statements filed
with the SEC on March 30, 2010 and April 16, 2010, respectively. You can obtain free copies of these documents from Alpha or Massey using the contact
information above.
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• Question: When will the merger be
complete?
complete?
• Answer: A Closing date cannot be set until
the following steps are complete:
the following steps are complete:
» FTC approval is received
» Joint proxy is filed
» Shareholder approval is obtained
Closing Date
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• Question: What is happening?
• Answer: Currently, we are engaged in a set up phase
with Alpha, with teams from both companies
meeting and exchanging information. This process
will help Alpha understand our operations and allow
for the Integration process.
with Alpha, with teams from both companies
meeting and exchanging information. This process
will help Alpha understand our operations and allow
for the Integration process.
• The next phase, kicking off at the end of March, will
be to do joint planning where we will be
implementing integration plans with the goal such
that the combined company can hit the ground
running on Day-1.
be to do joint planning where we will be
implementing integration plans with the goal such
that the combined company can hit the ground
running on Day-1.
Integration Planning
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Set Up Integration Teams
Operations Support
Environmental
(Greene) (Cook)
(Hernandez & Bauserman)
Operations
(Bateman)(Whitehead & Snelling)
Safety
(Gallick)(Chamberlin & Harvey)
Budgeting, Forecasting &
Treasury
Running Right
(Miller)(Duba & Jarosinski)
(Dupree)
Technical Services
(Borla)(Snelling)
Tolbert)
Integration Management Office
(Cavatoni)(Adkins & Poma)
(Purcell & Horne)
Surety, Insurance & Risk
Benefits
Legal
Corporate Culture
Communications
(Pile)(Harvey, Poma & Gillenwater)
(Pearl) (Poma & Tolbert)
Accounting & Tax
(Jones)(Palmer, Owings &
(McClure)(Gillenwater)
(Stetler)(Sumner)
(Fannin/Harrison)
(Clemens/Sears)
Sourcing
HR
(Risdon)(Hainer & Hall)
Corporate Support
IT
Sales & Marketing Logistics
(Hadary)(Harvey & Grinnan)
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• Question: How will I know what is
happening and what changes to expect?
happening and what changes to expect?
• Answer: We have established a
communications plan with Alpha that will
keep employees of both companies informed
of the integration process and progress.
communications plan with Alpha that will
keep employees of both companies informed
of the integration process and progress.
Communications Plan Overview
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Next Steps
Pre-Close
Day one
Survey Massey Members
News Release
Launch Intranet Site
Communication with
Employees
Town Hall Meetings
Employee Welcome
Events
Engage/empower managers
Launch Retention Related
Communications
Road Shows
Post Day One
Communicate what to
expect, what changes when
Continue to monitor &
respond to feedback
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• Question: What will happen to my pay &
benefits?
benefits?
• Answer: Through 2012, Alpha is required to
provide compensation and benefits that are no
less favorable in the aggregate than those
provided by Massey.
provide compensation and benefits that are no
less favorable in the aggregate than those
provided by Massey.
Employee Benefits
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• Alpha currently has a very competitive wage and
benefits package
benefits package
• While Alpha can’t commit to a specific wage and
benefits package at this time, Alpha will continue to
have competitive wages and benefits to help it
compete as a world class company.
benefits package at this time, Alpha will continue to
have competitive wages and benefits to help it
compete as a world class company.
• Alpha, like Massey, intends to succeed.
• Success requires dedicated and engaged employees.
• Companies achieve dedicated and engaged
employees by choice not by accident.
employees by choice not by accident.
Post 2012
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Stock Conversion
• Question: What happens to my Massey stock?
• Answer:
» All shares granted on or prior to January 27,
2011will vest at closing
2011will vest at closing
» For each 1 share of Massey stock you own, you will
receive 1.025 shares of Alpha stock, plus $10.00 in
cash
receive 1.025 shares of Alpha stock, plus $10.00 in
cash
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Stock Options
• Question: What happens to my Massey stock
options?
options?
• Answer:
» All options granted on or prior to January 27, 2011
will vest at closing
will vest at closing
» All options will be converted into options for Alpha
stock based on a conversion formula
stock based on a conversion formula
» The conversion will result in you owning a different
number of options but with the same economic value
as your Massey options just before closing
number of options but with the same economic value
as your Massey options just before closing
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Stock Options (cont’d)
• Question: Will my option exercise price remain
the same?
the same?
• Answer:
» No, a new exercise price will be established based on
the conversion formula
the conversion formula
» The conversion will result in you receiving the same
economic value
economic value
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Long Term Incentive Cash Awards
• Question: What will happen to Long Term
Incentive Cash Awards?
Incentive Cash Awards?
• Answer:
» All outstanding LTI Cash Awards granted on or prior to
January 27, 2011 will be deemed to have been attained
at the maximum level
January 27, 2011 will be deemed to have been attained
at the maximum level
» LTI Cash Awards will be paid in accordance with their
normal schedule
normal schedule
» You must remain employed through the end of the
applicable 3 year period
applicable 3 year period
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Jobs
• Question: And what will happen to jobs at Massey?
• Answer:
» This deal is about value creation and long term growth
• The merger will result in 3rd largest U.S. coal company by volume and
2nd by many other measures
2nd by many other measures
• Combined company will ship 24 - 26 million Met tons
• Combined company will have world’s largest and highest quality met
reserve base
reserve base
» While there will be changes, the new company will need high quality and
skilled Massey members
skilled Massey members
• Both companies still have mining vacancies and there remain more jobs
than there are miners in Central App.
than there are miners in Central App.
• Alpha has a track record with Foundation merger of successful
integration of management team
integration of management team
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“Sometimes our flame goes
out, but is blown again
into an instant flame….”
out, but is blown again
into an instant flame….”
Albert Schweitzer
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“This time like all times is a
very good one if we but
know what to do with it.”
very good one if we but
know what to do with it.”
Ralph Waldo Emerson
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Doing the Right
Thing...
Thing...