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Cliffs Natural Resources Inc. Issues Response to Casablanca Capital

29.05.2014  |  Globenewswire Europe
Committed to Driving Shareholder Value in Volatile Pricing Environment

Remains Ready to Engage with Casablanca to Reach Resolution in Best Interests of
All Cliffs Shareholders

CLEVELAND - May 29, 2014 - Cliffs Natural Resources Inc. (NYSE: CLF) today
issued the following statement in response to Casablanca Capital's press release
earlier today.

Cliffs' Board of Directors and management team are executing a plan to improve
the Company's financial and operating performance. The Board and management
remain fully committed to reducing costs, strengthening the balance sheet with
cash flows from operations, taking a disciplined approach to capital spending
and evaluating the strategic fit and value creation potential of all of Cliffs'
assets to enhance shareholder value.  Despite Casablanca's ownership of only
approximately 5% of Cliffs' outstanding shares, we believe that they are
continuing their effort to seek full control of the Board without providing a
credible and clear path to increase long-term shareholder value or paying a
control premium.

With regard to Casablanca's "Proxy Put" accusation, in no way is Cliffs
threatening its shareholders. On the contrary, it is Casablanca's actions that
have put shareholders' interests at risk. The change of control provision within
the senior note indenture that is in question has been publicly disclosed since
Cliffs first issued public debt in March of 2010 and is standard for most
companies with publicly issued debt. Consistent with the U.S. Securities and
Exchange Commission's disclosure requirements regarding the impact of a change
in control, Cliffs was required to disclose this matter in its preliminary proxy
statement. The Board will consider whether Casablanca's nominees should be
approved for purposes of its senior notes indenture in due course should
Casablanca continue to seek control of Cliffs' Board.

Cliffs believes that its continued focus on reducing costs and capital spending
in the current volatile pricing environment is in shareholders' best interests.
Importantly, Casablanca is attempting to take credit for these actions that
began last year, prior to Casablanca publicly disclosing its interest in Cliffs.
In reality, many of Casablanca's proposals are either flawed, or have already
been considered by Cliffs. Cliffs' management team, with decades of experience
in the global commodities industry, is accustomed to operating in a volatile
pricing environment. The management team is prudently and proactively managing
the Company's financial position in response to recent commodity price
movements, as demonstrated by the Company's recent announcement to further
reduce expected full-year 2014 capital spending by approximately 25%, or $100
million.

Unfortunately, Casablanca seems intent on pursuing a costly and time consuming
proxy contest, despite Cliffs' efforts to reach a settlement. To set the record
straight, contrary to Casablanca's accusations, Cliffs has never reached an
agreement in principle with Casablanca. Cliffs has made several offers to
Casablanca in an effort to reach a settlement in good faith that Cliffs believes
would be in the best interest of all shareholders, yet Casablanca continues to
seek full control of the Board and to replace Mr. Halverson as President and
Chief Executive Officer. Cliffs will continue to pursue a resolution, avoiding a
costly and distracting proxy contest, to the benefit of all shareholders and
stands ready to engage with Casablanca.

J.P. Morgan and BofA Merrill Lynch are acting as financial advisors to the
Company and Wachtell, Lipton, Rosen & Katz and Jones Day are acting as legal
counsel.

About Cliffs Natural Resources Inc.
Cliffs Natural Resources Inc. is an international mining and natural resources
company. The Company is a major global iron ore producer and a significant
producer of high-and low-volatile metallurgical coal. Cliffs' strategy is to
continually achieve greater scale and diversification in the mining industry
through a focus on serving the world's largest and fastest growing steel
markets. Driven by the core values of social, environmental and capital
stewardship, Cliffs associates across the globe endeavor to provide all
stakeholders operating and financial transparency.

The Company is organized through a global commercial group responsible for sales
and delivery of Cliffs' products and a global operations group responsible for
the production of the minerals the Company markets. Cliffs operates iron ore and
coal mines in North America and an iron ore mining complex in Western Australia.
News releases and other information on the Company are available on the Internet
at: http://www.cliffsnaturalresources.com

Follow Cliffs on Twitter at: http://twitter.com/CliffsNR.

Forward-Looking Statements
This release contains forward-looking statements within the meaning of the
federal securities laws. Although the Company believes that its forward-looking
statements are based on reasonable assumptions, such statements are subject to
risks and uncertainties relating to Cliffs' operations and business environment
that are difficult to predict and may be beyond Cliffs' control. Such
uncertainties and factors may cause actual results to differ materially from
those expressed or implied by forward-looking statements for a variety of
reasons including without limitation: trends affecting our financial condition,
results of operations or future prospects, particularly the continued volatility
of iron ore and coal prices; our actual levels of capital spending; uncertainty
or weaknesses in global economic conditions, including downward pressure on
prices, reduced market demand and any slowing of the economic growth rate in
China; a currently pending proxy contest and any other actions of activist
shareholders; our ability to successfully integrate acquired companies into our
operations and achieve post-acquisition synergies, including without limitation,
Cliffs Quebec Iron Mining Limited (formerly Consolidated Thompson Iron Mining
Limited); our ability to successfully identify and consummate any strategic
investments and complete planned divestitures; the outcome of any contractual
disputes with our customers, joint venture partners or significant energy,
material or service providers or any other litigation or arbitration; the
ability of our customers and joint venture partners to meet their obligations to
us on a timely basis or at all; our ability to reach agreement with our iron ore
customers regarding any modifications to sales contract provisions; the impact
of price-adjustment factors on our sales contracts; changes in sales volume or
mix; our actual economic iron ore and coal reserves or reductions in current
mineral estimates, including whether any mineralized material qualifies as a
reserve; the impact of our customers using other methods to produce steel or
reducing their steel production; events or circumstances that could impair or
adversely impact the viability of a mine and the carrying value of associated
assets; the results of prefeasibility and feasibility studies in relation to
projects; impacts of existing and increasing governmental regulation and related
costs and liabilities, including failure to receive or maintain required
operating and environmental permits, approvals, modifications or other
authorization of, or from, any governmental or regulatory entity and costs
related to implementing improvements to ensure compliance with regulatory
changes; our ability to  cost-effectively achieve planned production rates or
levels; uncertainties associated with natural disasters, weather conditions,
unanticipated geological conditions, supply or price of energy, equipment
failures and other unexpected events; adverse changes in currency values,
currency exchange rates, interest rates and tax laws; availability of capital
and our ability to maintain adequate liquidity and successfully implement our
financing plans; our ability to maintain appropriate relations with unions and
employees and enter into or renew collective bargaining agreements on
satisfactory terms; risks related to international operations; availability of
capital equipment and component parts; the potential existence of significant
deficiencies or material weakness in our internal control over financial
reporting; problems or uncertainties with productivity, tons mined,
transportation, mine-closure obligations, environmental liabilities, employee-
benefit costs and other risks of the mining industry; and other factors and
risks that are set forth in the Company's most recently filed reports with the
U.S. Securities and Exchange Commission (the "SEC"). The information contained
herein speaks as of the date of this release and may be superseded by subsequent
events. Except as may be required by applicable securities laws, we do not
undertake any obligation to revise or update any forward-looking statements
contained in this release.
Important Additional Information

Cliffs, its directors and certain of its executive officers are deemed to be
participants in the solicitation of proxies from Cliffs' shareholders in
connection with the matters to be considered at Cliffs' 2014 Annual Meeting.
Cliffs intends to file a definitive proxy statement with the SEC in connection
with any such solicitation of proxies from Cliffs' shareholders. CLIFFS'
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND
ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN
IMPORTANT INFORMATION. Information regarding the ownership of Cliffs' directors
and executive officers in Cliffs' shares, restricted shares and options is
included in their SEC filings on Forms 3, 4 and 5. More detailed information
regarding the identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in the
definitive proxy statement and other materials to be filed with the SEC in
connection with Cliffs' 2014 Annual Meeting. Information can also be found in
Cliffs' Annual Report on Form 10-K for the year ended Dec. 31, 2013, filed with
the SEC on Feb. 14, 2014, as amended and filed with the SEC on April 30, 2014,
and Cliffs' preliminary proxy statement on Schedule 14A, filed with the SEC on
May 23, 2014. Shareholders will be able to obtain any proxy statement, any
amendments or supplements to the definitive proxy statement and other documents
filed by Cliffs with the SEC for no charge at the SEC's website at www.sec.gov.
Copies will also be available at no charge at Cliffs' website at
www.cliffsnr.com or by contacting James Graham, Vice President, Chief Legal
Officer & Secretary at (216) 694-5504. Shareholders may also contact D.F. King &
Co., Inc., Cliffs' proxy solicitor, toll-free at (800) 487-4870 or by email at
cliffs@dfking.com.

SOURCE: Cliffs Natural Resources Inc.


CONTACTS:


Jessica Moran Patricia Persico

Director, Investor Relations Director, Global Communications

(216) 694-6532 (216) 694-5316






Jordan Kovler Joele Frank, Meaghan Repko or Andi Rose

D.F. King & Co., Inc.     Joele Frank, Wilkinson Brimmer Katcher

(212) 493-6990           (212) 355-4449









 # # #




This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.

Source: Cliffs Natural Resources Inc. via GlobeNewswire
[HUG#1789490]
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