Notes:

CONSOL Energy Inc. is offering to purchase all of the outstanding shares of common stock of CNX Gas Corporation at a price of $38.25 per share.

Source of Funds: "We estimate that the total amount of funds necessary to purchase all outstanding CNX Gas shares that CONSOL does not already own in the offer or the merger and to complete the related transactions, including the payment of fees and expenses in connection with the offer and the merger, will be approximately $966.5 million (not including approximately $25 million to be paid in respect of the cancellation of vested options to purchase CNX Gas common stock), which we expect will be funded by available cash."

Conditions: "The offer is conditioned upon, among other things, satisfaction of the minimum tender condition. In particular, there must be validly tendered, and not properly withdrawn prior to the expiration of the offer, at least a majority of the shares owned by stockholders other than CONSOL and its subsidiaries, without regard to shares held by CONSOL’s directors and officers and CNX Gas’ directors and officers. This condition cannot be waived by us. The offer is also subject to certain other conditions. See The Tender Offer—Conditions to the Offer beginning on page 56 [of the Tender Offer Statement]."

Results of the Tender Offer: "CONSOL Energy Inc. (NYSE: CNX) today announced the results of its tender offer for shares of common stock of CNX Gas Corporation, which expired at 5:00 p.m., New York time, on Wednesday, May 26, 2010. Based on a preliminary count by the depositary, 24,006,706 shares, including 1,255,062 shares subject to guaranteed delivery procedures, have been tendered and not validly withdrawn as of the expiration of the offer. CONSOL has accepted for payment all shares tendered in the tender offer and not validly withdrawn, at a price of $38.25 per share.
The shares tendered represent approximately 95 percent of the shares outstanding and not currently owned by CONSOL, and approximately 16 percent of the total shares outstanding. Following the purchase of the tendered shares, including shares subject to guaranteed delivery procedures, CONSOL will own approximately 149,806,773 shares of CNX Gas common stock. Approximately 1,269,411 shares of CNX Gas common stock will remain outstanding following the payment for shares accepted in the tender offer, assuming that all shares subject to guaranteed delivery are validly delivered into the tender offer. CONSOL will promptly consummate a short-form merger between CNX Gas and a subsidiary of CONSOL pursuant to Delaware law, at which time CNX Gas will become a wholly owned subsidiary of CONSOL.
CONSOL will commence payment for shares purchased in the tender offer promptly, and expects to make payment for such shares on Friday, May 28, 2010. Payment for shares purchased will be made in cash, without interest."