A parting shot by Duquesne?

July 30, 2009

coalDuquesne Capital Management, Alpha Natural Resources largest shareholder, has been working to scuttle the company’s takeover of Foundation Coal for the past two weeks. In perhaps its last at shot at swaying shareholders before tomorrow morning’s vote on the deal, Duquesne released its latest reason investors should oppose the deal on Thursday: the payout Alpha Chairman and CEO Michael Quillen will receive if the deal goes through.

Duquesne, which is run by financier Stanley Druckenmiller, has already said it believes the proposed deal will hurt Alpha shareholders financially. It believes the merged company would lower Alpha’s relative exposure to more profitable metallurgical coal and international thermal coal markets.

Now, it raises the issueof the payout and the fact that Quillen , who will be staying on as chairman of the merged company, would be treated as if he had been terminated without cause.

Duquesne says Quillen would receive close to $15 million in shares and cash if the deal were to go through, based on sttock prices at Wednesday’s close. But Alpha says that Duquesne has exaggerated the payout.

We view the Duquesne statements regarding Mr. Quillen’s compensation as misleading,” an Alpha   spokesman said. “The compensation arrangements are fully disclosed in the proxy on page 78.  Duquesne seems to imply that all compensation is payable upon consummation of the merger.  In fact, as described in the proxy, the vast majority of compensation will be dependent upon Mr. Quillen’s continued employment with the Company and with the Company meeting performance goals over the next three years.‬‪”

We’ll find out tomorrow whether Duquesne has been able to gain any traction with other shareholders.

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