Filing
pursuant to Rule 425 under the
Securities
Act of 1933, as amended
Deemed
filed under Rule 14a-6 under the
Securities
Exchange Act of 1934, as amended
Filer:
Alpha Natural Resources, Inc.
Subject
Company: Alpha Natural Resources, Inc.
Exchange
Act File Number of
The
following is a press release issued by Alpha Natural Resources on November 3,
2008.
****
Alpha
Natural Resources, Inc.
FOR
IMMEDIATE RELEASE
Alpha
Natural Resources Files Action to Require Cliffs Natural Resources to Hold
Special Meeting to Vote on Proposed Merger as Scheduled
ABINGDON, Va., November 3,
2008—Alpha Natural Resources, Inc. (NYSE: ANR) filed an action in the
Delaware Court of Chancery this morning to obtain an order to require Cliffs
Natural Resources Inc. (formerly, Cleveland-Cliffs Inc) (NYSE: CLF) to hold its
shareholders meeting to approve the pending merger with Alpha, as scheduled, at
11:00 am on November 21, 2008. This is the time and date for the
special meetings of the shareholders of both Alpha and Cliffs specified in the
joint proxy statement/prospectus for the merger mailed by Alpha and Cliffs to
their shareholders on October 23, 2008. The board of Alpha recommends
that its stockholders vote in favor of the merger.
About
Alpha Natural Resources
Alpha
Natural Resources is a leading supplier of high-quality Appalachian coal to
electric utilities, steel producers and heavy industry. Approximately 89 percent
of the company’s reserve base is high Btu coal and 82 percent is low
sulfur, qualities that are in high demand among electric utilities which use
steam coal. Alpha is also the nation’s largest supplier and exporter of
metallurgical coal, a key ingredient in steel manufacturing. Alpha and its
subsidiaries currently operate mining complexes in four states, consisting of 62
mines supplying 11 coal preparation and blending plants. The company and its
subsidiaries employ more than 3,800 people.
ANRG
Investor/Media Contact: Ted
Pile (276) 623-2920
Additional Information and
Where to Find It
In
connection with the proposed merger, Cliffs has filed with the SEC a
Registration Statement on Form S-4 (File No. 333-152974), as amended, that
includes a definitive joint proxy statement of Alpha and Cliffs that also
constitutes a final prospectus of Cliffs. Alpha has mailed the joint proxy
statement/prospectus to its stockholders. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED BY ALPHA AND CLIFFS WITH THE SEC WHEN THEY BECOME
AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
You may obtain a free copy of the joint proxy statement/prospectus and other
related documents filed by Alpha and Cliffs with the SEC at the SEC’s website at
www.sec.gov.
The joint proxy statement/prospectus and the other related documents filed by
Cliffs may also be obtained for free by accessing Cliffs’ website at
www.cliffsnaturalresources.com and clicking on the “For Investors” link and then
clicking on the link for “SEC Filings”. The documents relating to the proposed
merger filed by Alpha may also be obtained for free by accessing Alpha’s website
at www.alphanr.com by
clicking on the link for “Investor Relations” and then clicking on the link for
“SEC Filings”.
Participants in
Solicitation
Alpha,
Cliffs and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from Cliffs
shareholders or Alpha stockholders, as applicable, 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 the Cliffs shareholders or
Alpha stockholders, as applicable, in connection with the proposed merger are
set forth in the joint proxy statement/prospectus contained in the Registration
Statement on Form S-4 (File No. 333-152974), as amended, filed by Cliffs with
the SEC relating to the proposed merger. You can find information about Cliffs’
executive officers and directors in this joint proxy statement/prospectus
contained in the Registration Statement on Form S-4 relating to the merger filed
by Cliffs with the SEC and in Cliffs’ definitive proxy statement filed with the
SEC on March 26, 2008. You can find information about Alpha’s executive officers
and directors in Alpha’s definitive proxy statement filed with the SEC on March
27, 2008. You can obtain free copies of these documents from Alpha or Cliffs by
accessing each company’s website as indicated above.
