Bidder's Statement - Peabody Energy
Bidder's Statement - Peabody Energy
Bidder's Statement - Peabody Energy
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3 Information on PEAMCoal<br />
3.1 Overview of PEAMCoal<br />
<strong>Peabody</strong> <strong>Energy</strong> indirectly owns 60% of PEAMCoal and ArcelorMittal<br />
indirectly owns 40% of PEAMCoal. The diagram in section 3.3<br />
illustrates the ownership structure of PEAMCoal.<br />
PEAMCoal’s sole purpose is to acquire Shares pursuant to the Offer.<br />
As at the date of this Bidder’s <strong>Statement</strong>, PEAMCoal was not carrying<br />
on business and had no assets or liabilities (other than pursuant to<br />
the Offer). PEAMCoal’s funding arrangements in relation to the Offer<br />
are set out in section 10.2(c).<br />
3.2 Directors<br />
As at the date of this Bidder’s <strong>Statement</strong>, the PEAMCoal<br />
Directors are:<br />
• Richard A. Navarre;<br />
• Eric Ford; and<br />
• Julian D. Thornton.<br />
Each of these individuals was appointed by <strong>Peabody</strong> <strong>Energy</strong>.<br />
Following the end of the Offer Period and pursuant to the terms of<br />
the Shareholders’ Deed, ArcelorMittal will be entitled to appoint two<br />
individuals as PEAMCoal Directors. For that purpose, ArcelorMittal<br />
has nominated the following individuals to be PEAMCoal Directors:<br />
• Peter Kukielski; and<br />
• Carole Whittall.<br />
Brief profiles of the existing and proposed PEAMCoal Directors are<br />
set out below.<br />
Richard A. Navarre<br />
Rick Navarre was named<br />
President and Chief Commercial<br />
Officer for <strong>Peabody</strong> in January<br />
2008. He has executive<br />
responsibility for global sales<br />
and trading, business<br />
development, international<br />
growth initiatives and business<br />
performance. He also is a<br />
frequent speaker on energy,<br />
industry and company trends<br />
and topics.<br />
With more than 25 years<br />
of financial and business<br />
experience, Rick served as<br />
<strong>Peabody</strong>’s Chief Financial<br />
Officer from 1999 through<br />
2008. He joined the<br />
company in 1993 and has held a series of financial and commercial<br />
positions, including executive responsibility for departments as<br />
diverse as Sales, Marketing, Trading and Transportation, Legal,<br />
Information Technology, Materials Management, Post-Mining<br />
Reclamation, Resource Management, and Investor Relations and<br />
Corporate Communications.<br />
Rick is a member of the Hall of Fame of the College of Business<br />
at Southern Illinois University Carbondale, a member of the<br />
Board of Advisors of the College of Business and Administration<br />
and the School of Accountancy of Southern Illinois University<br />
Carbondale; and a member of the Board of Directors of the Regional<br />
Chamber and Growth Association of St. Louis. He is a Director<br />
of the United Way of Greater St. Louis, Treasurer of the Missouri<br />
Historical Society, a member of Financial Executives International<br />
and the Civic Entrepreneurs Organization, a Fellow of the Foreign<br />
Policy Association and a former chairman of the Bituminous Coal<br />
Operators’ Association.<br />
Eric Ford<br />
Eric Ford is Executive Vice<br />
President and Chief Operating<br />
Officer of <strong>Peabody</strong> <strong>Energy</strong>. In<br />
his current role, he is<br />
responsible for all of the<br />
company’s global mining<br />
operations, along with areas of<br />
safety, operations, planning,<br />
and project development.<br />
Eric joined <strong>Peabody</strong> in<br />
January 2007 as Executive<br />
Vice President and Chief<br />
Operating Officer. Prior to<br />
joining <strong>Peabody</strong> <strong>Energy</strong>, he<br />
served six years with Anglo<br />
Coal Australia Pty Ltd. as Chief<br />
Executive Officer.<br />
Eric was Deputy Chairman and<br />
a member of the Executive Committee of the Coal Industry Advisory<br />
Board of the International <strong>Energy</strong> Agency and Vice Chairman and<br />
Director of the Minerals Council of Australia. He holds a Master of<br />
Management Sciences from Imperial College in London, England as<br />
well as a Bachelor of Science degree in Mining Engineering from the<br />
University of the Witwatersrand in Johannesburg, South Africa.<br />
Julian D. Thornton<br />
Julian Thornton is the Group<br />
Executive & Managing Director<br />
of <strong>Peabody</strong>’s Australian<br />
operations, being appointed in<br />
May 2008. Julian joined<br />
<strong>Peabody</strong> in March 2007 as<br />
Chief Operating Officer for the<br />
New South Wales operations<br />
and was then appointed to the<br />
newly created position of Chief<br />
Operating Officer for Australia in<br />
November 2007.<br />
Prior to joining <strong>Peabody</strong>, Julian<br />
was Chief Operating Officer for<br />
RPG Industries in the Czech<br />
Republic with responsibility<br />
for the operational aspects<br />
of the coal mines and coking<br />
operations of the company which were situated in the Eastern part<br />
of the country. Prior to that Julian worked for Anglo American’s<br />
Coal Division and performed a number of roles including a variety<br />
of operational roles on mines in South Africa and Colombia as well<br />
as joint venture management of operations in South America and<br />
project work.<br />
Julian holds a Bachelor of Science Degree and Doctorate in<br />
mining engineering from the University of Wales and a Higher<br />
Postgraduate Diploma in Computer Science from the University of<br />
the Witwatersrand in South Africa. Julian’s leadership roles currently<br />
include directorships of the New South Wales Minerals Council,<br />
Queensland Resources Council and the Australian Coal Association.<br />
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