January 6, 2025 - Arch Resources, Inc. has encountered hurdles following its proposal to merge with CONSOL Energy Inc., as revealed in a recent 8-K filing with the U.S. Securities and Exchange Commission. According to the filing dated January 3, 2025, Arch Resources detailed its agreement and plan of merger with CONSOL Energy Inc. through a wholly-owned subsidiary.

The merger agreement, approved unanimously by both companies’ boards, faced legal challenges in the form of three lawsuits and demand letters from individual stockholders of Arch and CONSOL. The lawsuits allege false and misleading statements or omissions in the joint proxy statement/prospectus related to the merger. In response, Arch and CONSOL have decided to voluntarily supplement the joint proxy statement/prospectus to address the concerns raised without admitting liability or wrongdoing.

Arch Resources and CONSOL are of the opinion that the allegations in question lack merit, and additional disclosures are unnecessary under applicable laws. Nonetheless, the companies have chosen to enhance the joint proxy statement/prospectus to mitigate risks that could delay or negatively impact the merger process.

Several amendments have been made to the joint proxy statement/prospectus, including changes to background discussions, discounted cash flow analyses, and equity research share price targets. These amendments are highlighted in the report to ensure full transparency and compliance with regulatory requirements.

Given the legal complexities surrounding the merger process, Arch Resources cautions investors about the uncertainties ahead. The company emphasizes that forward-looking statements contained within the filing, such as those discussing benefits of the proposed merger, are subject to various risks and could differ from projected outcomes. Investors are advised to review all relevant documents regarding the merger carefully to make well-informed decisions.

As both Arch Resources and CONSOL Energy navigate these legal challenges, the companies remain committed to the proposed merger but understand the need for transparency and compliance with regulatory standards. The ongoing legal proceedings underscore the complexities and uncertainties inherent in significant corporate transactions, reminding stakeholders of the importance of due diligence and regulatory adherence in such processes.