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Forward Looking Statements
Information set forth in this document contains forward-looking statements, which involve a number of risks and uncertainties. Alpha Natural Resources, Inc. (“Alpha”) and Foundation Coal Holdings, Inc. (“Foundation”) 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 Foundation, including future financial and operating results, the new company’s plans, objectives, expectations 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 Foundation stockholders to approve the transaction; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues. Additional factors that may affect future results are contained in Alpha’s and Foundation’s filings with the SEC, which are available at the SEC’s web site www.sec.gov. Alpha and Foundation disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger, Foundation will file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 that will include a joint proxy statement of Alpha and Foundation that also constitutes a prospectus of Foundation. Alpha and Foundation will mail the joint proxy statement/prospectus to their respective stockholders. Investors and security holders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information. You may obtain a free copy of the joint proxy statement/prospectus (when available) and other related documents filed by Alpha and Foundation with the SEC at the SEC’s website at www.sec.gov. The joint proxy statement/prospectus (when it is available) and the other documents may also be obtained for free by accessing Alpha’s website at www.alphanr.com under the heading “Investor Relations” and then under the heading “SEC Filings” or by accessing Foundation’s website at www.foundationcoal.com under the tab “Investors” and then under the heading “Financial Information and SEC Filings”.
Participants in the Solicitation
Alpha, Foundation and their respective directors, executive officers and certain other members of management and employees may be soliciting proxies from stockholders in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders in connection with 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 executive officers and directors in Alpha’s definitive proxy statement filed with the SEC on April 3, 2009. You can find information about Foundation’s executive officers and directors in their definitive proxy statement filed with the SEC on April 3, 2009. You can obtain free copies of these documents from Alpha or Foundation using the contact information above.
Please note that you are now entering a website directly or indirectly maintained by a third party (the "External Website") and that you do so at your own risk.
Alpha Natural Resources, Inc., inclusive of its subsidiaries and affiliates, ("Alpha") has no control over the External Website, any data or other content contained therein or any additional linked websites. The link to the External Website is provided for convenience purposes only. By clicking "Accept," you acknowledge and agree that Alpha is not responsible, and does not accept or assume any responsibility or liability whatsoever for, the data protection policy, the content, the data or the technical operation of the External Website and/or any linked websites. Further, you acknowledge and agree that you assume all risks resulting from entering and/or using the External Website and/or any linked websites. BY ENTERING THE EXTERNAL WEBSITE, YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU COMPLETELY AND IRREVOCABLY WAIVE ANY AND ALL RIGHTS AND CLAIMS AGAINST ALPHA, AND RELEASE, DISCHARGE, INDEMNIFY AND HOLD HARMLESS ALPHA, ITS OFFICERS, EMPLOYEES, DIRECTORS AND AGENTS FROM ANY AND ALL LIABILITY INCLUDING BUT NOT LIMITED TO LIABILITY FOR LOSS, DAMAGES, EXPENSES AND COSTS ARISING OUT OF OR IN CONNECTION WITH ENTERING AND/OR USING THE EXTERNAL WEBSITE AND/OR ANY LINKED WEBSITES AND ANY DATA AND/OR CONTENT CONTAINED THEREIN. Such waiver and release specifically includes, without limitation, any and all rights and claims pertaining to the processing of personal data, including but not limited to any rights under any applicable data protection statute(s).
In addition to disclosing results determined in accordance with GAAP, Alpha also discloses certain non-GAAP financial measures, including adjusted income from continuing operations, adjusted diluted earnings per common share from continuing operations, EBITDA from continuing operations and adjusted EBITDA from continuing operations (collectively, "Non-GAAP Information"). A reconciliation of adjusted income from continuing operations to income from continuing operations, the most directly comparable U.S. GAAP measure, the weighted average diluted shares used to calculate adjusted diluted earnings per common share from continuing operations, and a reconciliation of both EBITDA from continuing operations and adjusted EBITDA from continuing operations to income from continuing operations are included in the Reconciliation section on the External Website.
The Non-GAAP Information is used by Alpha's management to gauge operating performance and normalized levels of earnings. The definition of each type of Non-GAAP Information may be changed periodically by Alpha's management to adjust for significant items important to an understanding of operating trends. Alpha's management presents the Non-GAAP Information as supplemental measures of Alpha's performance and debt service capacity that may be useful to securities analysts, investors and others in assessing Alpha's performance over time.
The Non-GAAP Information is not, however, a measure of financial performance under U.S. GAAP and should not be considered as an alternative to net income, income from continuing operations, operating income or diluted earnings per share from continuing operations as determined in accordance with U.S. GAAP. Moreover, the Non-GAAP Information is not calculated identically by all companies and may not be comparable to Non-GAAP Information used by other companies. The Non-GAAP Information should not be viewed as a substitute for, or superior to, other data prepared in accordance with GAAP.