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| ANR > SEC Filings for ANR > Form 8-K on 18-Nov-2008 | All Recent SEC Filings |
18-Nov-2008
Termination of a Material Definitive Agreement, Financial Statement
On November 17, 2008, Alpha Natural Resources, Inc. ("Alpha"), Cliffs Natural Resources Inc. ("Cliffs"), and Alpha Merger Sub, Inc. (f/k/a Daily Double Acquisition, Inc.) ("Merger Sub") entered into a Settlement and Release Agreement (the "Settlement Agreement"), pursuant to which, effective as of November 17, 2008, Alpha, Cliffs and Merger Sub mutually terminated that certain Agreement and Plan of Merger dated as of July 15, 2008, by and among Cliffs, Merger Sub, and Alpha (the "Merger Agreement") and released the other parties from any potential or actual claims and liabilities relating to or arising from the Merger Agreement, as well as the facts or subject matter which were asserted or could have been asserted in a lawsuit styled Alpha Natural Resources, Inc. v. Cliffs Natural Resources, Inc., C.A. No. 4133-VCL, currently pending in the Court of Chancery of the State of Delaware, in consideration of payment by Cliffs to Alpha of $70,000,000 and the mutual agreements of the parties set forth in the Settlement Agreement.
The Merger Agreement provided that, upon the terms and subject to the conditions set forth therein, Merger Sub would merge with and into Alpha, with Alpha continuing as the surviving corporation and a direct, wholly owned subsidiary of Cliffs. The material terms and conditions of the Merger Agreement were previously disclosed in Alpha's Current Report on Form 8-K filed on July 17, 2008, and are incorporated herein by reference.
The material circumstances surrounding the decision to enter into the agreement to terminate the Merger Agreement included the opposition of one of Cliffs' largest shareholders to voting its shares in favor of the merger. No termination fee is payable by Alpha as a result of the termination of the Merger Agreement.
On November 17, 2008, Alpha and Cliffs issued a joint press release in connection with the entry into the Settlement Agreement and the termination of the Merger Agreement. A copy of the joint press release issued by Alpha and Cliffs on November 17, 2008 is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
(d) Exhibits
99.1 Joint press release issued by Alpha Natural Resources, Inc. and Cliffs
Natural Resources Inc. on November 17, 2008.
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