Disclaimer :

The Competition DG makes the information provided by the notifying parties in section 1.2 of Form CO available to the public in order to increase transparency. This information has been prepared by the notifying parties under their sole responsibility, and its content in no way prejudges the view the Commission may take of the planned operation. Nor can the Commission be held responsible for any incorrect or misleading information contained therein.

SECTION 1.2

Description of the concentration

1)1) The proposed Transaction relates to two inter-related operations, namely: (i) the subscription of a 25% jointly controlling interest by Itochu Corporation (Itochu) in North Central Resources, LLC (NCR), to help fund the construction of its greenfield coking coal mine (the Longview Mine Project); and (ii) the creation of a marketing non-full function joint venture, Longview Sales Co LLC (Longview), which will market certain amounts of the coal eventually produced by NCR.

2)2) Itochu, the new jointly controlling equity-holder and the ultimate parent company of the Itochu Group, is a Japanese holding company of a global network of subsidiaries and associated companies, engaged in a broad range of industries globally.

3)3) NCR is a joint venture established in the United States of America whose aim is to hold, develop, explore, construct and exploit commercially a greenfield coking coal project in the State of West Virginia. The pre-Transaction membership interests in NCR are as follows: American Metals & Coal International, Inc. (AMCI) (56.5%); POSCO-NCR COAL Ltd (a wholly-owned subsidiary of POSCO corporation or POSCO) (29.4%); and Jaz Ventures, L.P. (JVLP) (14.1%).

4)4) The entry of Itochu as a jointly controlling equity-holder in the joint venture will provide additional capital support for NCR to be able to fulfil its purpose of initiating the mine project in West Virginia over a reasonable timeframe and ultimately commencing its activities in the production and supply of coal.

5)5) The proposed Transaction qualifies as a “concentration” within the meaning of Article 3 of the European Merger Regulation (EUMR), because it entails a change in the quality of control through the addition of a controlling equity-holder to the current structure with respect to the first operation.

6)6) Upon completion of the proposed Transaction, NCR will become a full-function joint venture within the meaning of Article 4 EUMR, as it will operate to a large extent autonomously in the market, on a lasting basis and with access to its own resources, thereby allowing it to be market-facing within a reasonable timeframe.

7)7) The second operation consists in the creation of a non-full function marketing joint venture which will provide marketing services to NCR on an exclusive basis, the effect of which is to render the NCR joint venture market-facing and full-function.

Commission européenne, DG COMP MERGER REGISTRY, 1049 Bruxelles, BELGIQUE Europese Commissie, DG COMP MERGER REGISTRY, 1049 Brussel, BELGIË

Tel: +32 229-91111. Fax: +32 229-64301. E-mail: COMP-MERGER-REGISTRY@ec.europa.eu.