Core Natural Resources (CNR) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates Core Natural Resources, a premier North American natural resource company with a diversified portfolio of met and thermal coal, serving global steel, industrial, and power generation markets, and minimal customer or product overlap.

• Expands logistics and export capabilities, including ownership interests in two East Coast terminals and relationships with West and Gulf Coast ports, enabling over 67% of pro forma volume to be exported to fast-growing Asian markets.

• Balances CONSOL's seaborne industrial business with Arch's higher-value met coal exposure, creating visible revenue streams and upside opportunities.

• Leverages complementary assets, operational expertise, and a shared culture focused on safety, compliance, environmental stewardship, and innovation.

• Enhanced scale and diversification are expected to attract broader investor interest and improve capital market access.

Financial terms and conditions

• All-stock merger of equals; Arch stockholders receive 1.326 shares of CONSOL for each Arch share, with pro forma ownership of 55% CONSOL and 45% Arch stockholders.

• Pro forma 2023 revenues of ~$5.7 billion, adjusted EBITDA of ~$1.8 billion, and free cash flow of ~$1.4 billion, excluding synergies.

• Combined company will have a market cap of ~$5.2 billion and enterprise value of ~$5.5 billion.

• Merger expected to be tax-free for U.S. federal income tax purposes.

• Both companies may pay up to $0.25/share quarterly dividends until closing; share repurchases suspended until completion.

Synergies and expected cost savings

• $110–$140 million in annual pre-tax cost and operational synergies expected within 6–18 months post-close.

• About one-third of synergies from improved port capacity use and product blending; two-thirds from procurement, SG&A efficiencies, and elimination of duplicative public company costs.

• Synergies expected from logistics optimization, coal blending, procurement, and SG&A efficiencies.

• Transaction expected to be accretive to free cash flow in the first full year after closing.

• Additional upside possible from best practices and technological advances.