CONSOL Energy Inc. Enters Into Agreement With CNX Gas Shareholder

Written by CONSOL Energy

Created on Monday, 22 March 2010 09:07

PITTSBURGH, March 21 /PRNewswire-FirstCall/ -- CONSOL Energy Inc. (NYSE: CNX) announced today that it has entered into an agreement with T. Rowe Price Associates, Inc., on behalf of its investment advisory clients owning approximately 9.5 million shares of CNX Gas Corporation (NYSE:CXG) common stock, or approximately 37% of the shares of CNX Gas that CONSOL Energy does not currently own. Under the agreement, CONSOL Energy has agreed, subject to certain conditions, to commence a tender offer by May 5, 2010 to acquire all of the shares of CNX Gas common stock that it does not currently own at a price of $38.25, in cash, per share, and T. Rowe Price has agreed to tender its shares of CNX Gas common stock that its investment advisory clients own into the offer.

The contemplated tender offer price of $38.25 per share represents a 24% premium based upon the closing price of CNX Gas on March 19, 2010, the last trading day prior to this announcement, and a 46% premium based upon the closing price of CNX Gas on March 12, 2010, the last trading day prior to which CONSOL Energy announced that CONSOL Energy was evaluating a range of structural alternatives to facilitate the operation and development of the assets it was acquiring from Dominion Resources, Inc. including, among other things, consideration of the acquisition by CONSOL Energy of the shares of CNX Gas common stock that it does not already own. CONSOL Energy currently owns approximately 83.3% of the approximately 151 million shares of CNX Gas common stock outstanding.
CONSOL Energy's intended offer would be made directly to CNX Gas stockholders and would be subject to certain customary terms and conditions that must be satisfied or waived for the tender offer to be completed. These conditions would be specified in the offer to purchase for the tender offer when and if such offer is launched. Once the tender offer has been commenced, offering materials will be mailed to CNX Gas stockholders and CONSOL Energy will make all necessary filings with the Securities and Exchange Commission.

CONSOL Energy anticipates financing the acquisition of CNX Gas shares by means of a mixture of internally generated funds, borrowings under its credit facilities and/or offerings of securities.

Important Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of CNX Gas Corporation ("CNX Gas") common stock described in this press release has not commenced. At the time the expected tender offer is commenced, CONSOL Energy Inc. ("CONSOL") will file a tender offer statement on Schedule TO (the "Schedule TO") with the U.S. Securities and Exchange Commission (the "SEC"). Investors and CNX Gas stockholders are strongly advised to read the Schedule TO, the definitive offer to purchase, and all supplements (in each case when available) and any other relevant documents filed with the SEC because they will contain important information. Investors and stockholders may obtain a free copy of the statements and SEC filings (when available) at www.sec.gov. Requests to CONSOL should be made in writing to Daniel Zajdel, Vice President - Investor Relations, CONSOL Energy Inc., CNX Center, 1000 CONSOL Energy Drive, Canonsburg, PA 15317, or by email at This email address is being protected from spambots. You need JavaScript enabled to view it. .

About CONSOL Energy
CONSOL Energy, a high-Btu bituminous coal and natural gas company, is a member of the Standard & Poor's 500 Equity Index and the Fortune 500. At year-end 2009, it had 11 bituminous coal mining complexes in six states and reports proven and probable coal reserves of 4.5 billion tons. It also is a majority owner of CNX Gas, a leading Appalachian gas producer, with proved reserves of more than 1.9 trillion cubic feet. Additional information about CONSOL Energy can be found at its Web site: www.consolenergy.com. 

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