Walter Energy, Inc. announce the completion of the acquisition of Western Coal Corp by Walter by way of a court-approved plan of arrangement.

“We have truly transformed Walter Energy once again,” added Walter Energy Chairman Michael T. Tokarz. “We are delivering on our promise to grow our coking coal enterprise by reinvesting in our business and deploying our strong free cash flows in thoughtful, creative and strategic ways to enhance shareholder value."

Pursuant to the arrangement, Walter indirectly acquired each outstanding Western common share not already owned by it in exchange for CDN$11.50 in cash (the “Cash Consideration”) or 0.114 of a Walter common share (the “Share Consideration”), all subject to pro-ration as described below and in Western’s management proxy circular dated February 2, 2011 (the “Circular").

As of the effective time of the arrangement, there were 261,741,458 Western common shares eligible to participate in the arrangement. This number excludes 72,122,826 Western common shares held by subsidiaries of Western as well as 25,274,745 Western common shares owned by a wholly-owned subsidiary of Walter.

Registered Western shareholders (other than “Restricted Shareholders”, as defined in the Circular) were entitled to elect the form of consideration they wished to receive in exchange for their Western common shares by submitting a valid election prior to 5:00 p.m. (Eastern Time) on March 3, 2011. Restricted Shareholders and shareholders who did not validly submit an election prior to the election deadline were deemed to have elected the Cash Consideration in respect of 70 percent of their Western common shares and the Share Consideration in respect of 30 percent of their Western common shares.

Based on valid elections received prior to the election deadline and deemed elections, Western shareholders (including the holders of Western options who exercised their options conditional upon completion of the arrangement) elected to receive:

• the Share Consideration in respect of 234,534,890 Western common shares; and
• the Cash Consideration in respect of 27,206,568 Western common shares.

Based on the 261,741,458 Western common shares that participated in the arrangement, the maximum number of Western common shares that could be exchanged for the Share Consideration was 78,522,437. Since the aggregate elections for Share Consideration exceeded this amount, all elections (including deemed elections) have been pro-rated in the manner described in the Circular. This has resulted in the number of Western common shares that each shareholder exchanged for the Share Consideration being reduced by approximately 66% through pro-ration. Any Western common shares not exchanged for the Share Consideration as a result of this pro-ration have instead been exchanged for the Cash Consideration.

For illustrative purposes only, and using the example of an individual holding 1,000 Western common shares:

• if such shareholder elected to receive Cash Consideration in respect of all of their Western common shares held, the shareholder would be entitled to receive CDN$11,500 (being CDN$11.50 for each Western common share held);
• if such shareholder elected to receive Share Consideration in respect of all of their Western common shares, the shareholder would be entitled to receive approximately CDN$7,670 and 38 Walter common shares (being Cash Consideration for 665 of their Western common shares and Share Consideration for 335 of their Western common shares);
• and if such shareholder elected, or was deemed to have elected, to receive Cash Consideration in respect of 70% of their Western common shares and Share Consideration in respect of 30% of their Western common shares, the shareholder would be entitled to receive approximately CDN$10,405 and 11 Walter common shares (being Cash Consideration for 899 of their Western common shares and Share Consideration for 101 of their Western common shares). 

Any questions or requests for assistance in surrendering certificates that formerly represented common shares of Western in order to receive the arrangement consideration may be directed to the office of the depositary, Equity Financial Trust Company, at 416-361-0152 or toll-free in North America at 1-866-393-4891 or by email at This e-mail address is being protected from spambots. You need JavaScript enabled to view it . Non-registered shareholders should contact their broker or other intermediary for details.

De-listing of the Western common shares from the Toronto Stock Exchange (TSX) is expected to occur shortly and de-listing of the Western common shares from AIM, a market operated by London Stock Exchange plc, is expected to occur on April 5, 2011. Walter’s common shares are currently traded on the New York Stock Exchange and have been conditionally approved for listing on the Toronto Stock Exchange. Trading in Walter common shares on the TSX is expected to occur on or around April 7, 2011. Concurrent with the delisting of its common shares, Western will apply to all applicable Canadian securities regulatory authorities in order to cease to be a reporting issuer.

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