Peabody Energy, ArcelorMittal And Macarthur Agree To Terms For Macarthur Coal Takeover

Peabody Energy  and ArcelorMittal said Tuesday that PEAMCoal has agreed to terms with the Macarthur board for a cash takeover of all outstanding shares of Macarthur Coal for A$16.001 per share, valuing the equity in Macarthur at approximately A$4.8 billion. All participating members of the Macarthur Board recommend that Macarthur shareholders accept the new PEAMCoal offer.

“This is a major step forward in our acquisition process,” said Peabody Energy Chairman and Chief Executive Officer Gregory H. Boyce. “We are pleased to have Macarthur, Peabody and ArcelorMittal moving forward together to urge shareholders to accept this attractive premium. We now look forward to completing this transaction in a timely manner.”

Aditya Mittal, CFO and Member of the Group Management Board at ArcelorMittal, said, “Our offer is the only offer before Macarthur shareholders, and we urge them to accept without delay and receive a substantial premium for their investment.”

PEAMCoal and Macarthur have entered into an implementation deed, which is attached to this announcement. The improved offer is subject to limited conditions as set out in section 11.7 of 1 Macarthur shareholders on the register on the record date of 2 September 2011 will also be entitled to receive the final dividend in respect of FY2011 of 16 cents per share with no reduction in the A$16.00 per share offer price. The final dividend will be paid to all shareholders of Macarthur on 9 September 2011.

PEAMCoal’s replacement bidder’s statement dated 15 August 2011, including minimum 50.01% acceptances and final regulatory clearance or expiry of the relevant waiting period.

The price to be received by Macarthur shareholders of A$16.00 per share represents a substantial premium of:

• 44% to A$11.08 per share, the closing price on July 11, the day Peabody and ArcelorMittal’s initial approach was disclosed to the market;

• 48% to A$10.82 per share, the one-month volume-weighted average price (VWAP) to July 11;

• 41% to A$11.32 per share, the three-month VWAP to July 11; and • 33% to A$12.02 per share, the twelve-month VWAP to July 11.