April 23, 2010
Project Xenon Fairness Opinion Presentation
Confidential
Presentation Materials For:
The Board of Directors of CONSOL Energy Inc.
CONFIDENTIAL – FOR BOARD OF DIRECTORS ONLY, NOT FOR REDISTRIBUTION
Table of Contents
I.
Transaction Overview
II. CNX Gas Overview
III. Financial Analysis
Addenda
Table of Contents
Stifel, Nicolaus & Company, Incorporated ("Stifel Nicolaus" or "we") has been advised that CONSOL Ene
"Company"), is contemplating a tender offer (the "Tender Offer") pursuant to which the Company (or a sub
will offer to purchase each outstanding share of common stock of CNX Gas Inc. ("CNX Gas") not already ow
subsidiaries for cash at a price per share of $38.25 (the "Offer Price"). If the Tender Offer conditions are s
promptly merged with and into CONSOL or a subsidiary of CONSOL (such merger, together with the Ten
Transaction").
The Board of Directors of the Company (the "Board") has requested Stifel Nicolaus' opinion as to the fairn
financial point of view, of the Offer Price to be paid by the Company to the shareholders of CNX Gas, other
affiliates, in the Proposed Transaction (the "Opinion").
These materials are being presented to the Board in support of our written Opinion. These materials do not, h
Opinion and are provided for informational purposes only. Our Opinion is limited to the terms of our writ
presentation summarizes the financial analyses we employed in reaching our Opinion and is qualified in its
the full text of the Opinion.
In connection with the preparation of these materials, we have relied upon and assumed, without independ
accuracy and completeness of all financial, operating and other information that was made available, supp
communicated to Stifel Nicolaus by or on behalf of the Company, the Board or their advisors and other pub
Stifel Nicolaus has also relied upon the management of the Company as to the reasonableness and achieva
forecasts and projections (and the assumptions and bases therein) provided to us by the Company, and we
and projections were reas