 Filed by CONSOL Energy Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 and Rule 14d-2(b) of the Securities Exchange Act of 1934 Subject Company: CNX Gas Corporation Commission File No. 001-32723 |
 2 Presentation Outline Transaction Summary Transaction Rationale Investor Benefits – CNX Gas Investor Benefits – CONSOL Energy Safe Harbor Disclosure |
 3 Transaction Summary Tax-free Stock-for-Stock Exchange Offer CNX Gas shareholders will receive 0.4425x shares of CONSOL Energy common stock for each share of CNX Gas stock 12% premium to the closing stock price of CNX Gas as of January 28, 2008 CONSOL Energy will file an exchange offer prospectus and related materials with the SEC and intends to launch its offer shortly Conditioned upon, among other things, the tender of a majority of the shares
of CNX Gas common stock not owned by CONSOL Energy or by Directors or Management of CNX Gas or CONSOL Energy Assuming conditions to the offer are satisfied and that the offer is completed,
CONSOL Energy will then effect a “short form” merger of CNX Gas with a subsidiary of CONSOL Energy promptly thereafter Expect to close the transaction in the first half of 2008
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 4 Transaction Rationale Fits CONSOL Energy’s strategy of energy diversification and becoming a broader based energy company, lowering the Company’s risk profile Changed economic, regulatory and environmental factors support additional ownership of gas Gas ownership provides a strategic hedge against the impacts of greenhouse gas legislation |
 5 Investor Benefits – CNX Gas Premiums to closing stock prices as of January 28, 2008 – 1 Day ($30.10): 12% – 5 Day Average ($28.94): 16% – Last Twelve Months Average ($28.85): 17% Share in the benefits provided by CONSOL Energy – Allows for continued participation in CNX Gas growth through ownership interest in CONSOL Energy stock Provides a CONSOL Energy currency with greater liquidity Attractive yield from CONSOL Energy dividend – CNX Gas shareholders currently do not receive any dividends
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 6 Investor Benefits – CONSOL Energy Enhances combined company’s financial flexibility with regards to most optimal access, allocation and utilization of corporate capital Eliminates complexity of corporate structure and lowers costs associated with public reporting and other tasks resulting from CNX Gas public company status Reduces management and administrative costs and allows for the capture of additional value chain synergies (management, HR, accounting, finance, supply chain management) – Estimated administrative synergies of at least $5MM a year
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 7 Safe Harbor Disclosure Forward-Looking Statements Various statements in this document, including those that express a belief,
expectation, or intention, as well as those that are not statements of
historical fact, are forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995). The forward-looking
statements may include projections and estimates concerning the timing and success of specific projects (including statements relating to the timing of and satisfaction of conditions to the exchange offer and merger with CNX Gas and whether any of the
anticipated benefits of the transaction will be realized), our future
production, revenues, income and capital spending. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking
statements in this document speak only as of the date of this document; we
disclaim any obligation to update these statements unless required by securities law, and we caution you not to rely on them unduly. We have based these forward-looking
statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory
and other risks, contingencies and uncertainties, most of which are
difficult to predict and many of which are beyond our control. For additional information, please see our 2006 Form 10-K under "Risk Factors," as updated by any
subsequent Form 10-Qs, which are on file at the Securities and Exchange
Commission and to be set forth in our Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission with respect to the exchange offer to CNX Gas'
stockholders. IMPORTANT INFORMATION: In connection with the proposed
exchange offer to the stockholders of CNX Gas Corporation, CONSOL Energy
expects to file a registration statement on Form S-4 containing an exchange offer prospectus and related materials with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS OF CNX GAS CORPORATION ARE URGED TO READ THE EXCHANGE OFFER PROSPECTUS AND THE OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE OFFER AND CONSOL Energy. Investors and security holders may obtain a free copy of the exchange offer prospectus and other relevant materials (when they become available) and other documents filed by
CONSOL Energy with the commission at the commission's website, www.sec.gov.
Copies of the exchange offer prospectus and other relevant documents (when
they become available) may also be obtained without charge from CONSOL Energy. Requests to CONSOL Energy should be made in writing to Thomas F. Hoffman, Senior Vice President - External Affairs, CONSOL Energy Inc., 1800 Washington Road, Pittsburgh, PA 15241, or by email at tomhoffman@consolenergy.com. |