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Cliffs Natural Resources Inc. Issues Open Letter to Shareholders

07.07.2014  |  Globenewswire Europe
For Immediate release




NEWS RELEASE

Cliffs Natural Resources Inc. ISSUES OPEN LETTER TO SHAREHOLDERS

Casablanca's Nominees, Including Proposed Executive Chairman Lourenco Goncalves,
Lack Crucial Industry Experience Needed to Navigate Today's Volatile Pricing
Environment

Cliffs' Nominees Have the Right Experience to Drive Long-term,
Sustainable Growth and Shareholder Value

Recommends Shareholders Vote WHITE Proxy Card Today

CLEVELAND - July 7, 2014 - Cliffs Natural Resources Inc. (NYSE: CLF) today
issued the following letter to shareholders in connection with its upcoming
2014 Annual Meeting of Shareholders scheduled to be held on July 29, 2014:

Dear Fellow Cliffs Shareholder,

Cliffs' Annual Meeting of Shareholders is fast approaching and your vote is
extremely important. Your Board of Directors is focused on driving value for all
shareholders and continuing to position Cliffs for long-term, sustainable
growth.

Your Board urges you to vote the enclosed WHITE proxy card "FOR" Cliffs' nine
highly qualified and experienced nominees: Gary B. Halverson, Barry J. Eldridge,
Mark E. Gaumond, Susan M. Green, Janice K. Henry, Stephen M. Johnson, James F.
Kirsch, Richard K. Riederer and Timothy W. Sullivan.

By using the WHITE proxy card and voting as recommended by your Board, you will
help prevent Casablanca from electing a majority slate and breaking up your
Company.

When casting your vote, we ask that you strongly consider the following points:

* Cliffs' reconstituted Board and new management team are highly qualified and
have the experience and fresh perspective necessary to lead the Company
through a volatile iron ore and met coal price environment;
* Cliffs took decisive action to fundamentally shift the strategic,
operational and financial direction of the Company in response to a volatile
pricing environment in July 2013 - long before Casablanca owned a single
share of Cliffs' common stock;
* Cliffs is prudently maintaining balance sheet strength and optimizing its
portfolio to preserve value for shareholders as markets recover;
* We believe that Casablanca's nominees lack the collective experience
necessary to lead the strategy of a mining company in today's challenging
operating environment; and
* We believe that Casablanca has a short-term plan to sell off Cliffs assets
in an industry-wide cyclical downturn, which would be value destructive for
all other Cliffs shareholders.

   Further, the Cliffs Board has determined that, following the completion of
the Annual Meeting, the new Board will elect a different Chairman of the Board.
By voting for ALL of Cliffs nominees, more than half of Cliffs eleven-person
Board will have been elected in 2013 or later and will include a new Chairman as
well as two directors nominated by our shareholders.


CASABLANCA INSISTS ON WAGING A COSTLY AND DISTRACTING PROXY CONTEST DESPITE
SETTLEMENT OVERTURES

Cliffs has continued to offer Casablanca reasonable settlement proposals, each
of which demonstrates Cliffs' willingness to reach a compromise that provides
additional shareholder representation on the Board and resolves a costly and
distracting proxy contest.  However, Casablanca has refused to accept any of
Cliffs' settlement offers to date.  Under Cliffs' latest settlement offer made
on July 2, 2014, Casablanca would receive three seats on a reconstituted Cliffs
Board consisting of nine directors in the aggregate (reduced from the current
11).  This would provide Casablanca with one-third of the Board and a voice in
selecting a different Chairman of the Board, despite its ownership of only one-
twentieth of the Company's shares outstanding.

Despite Cliffs' good faith attempts to reach a compromise, Casablanca continues
to seek a majority of your Board through its slate of nominees - the
torchbearers of what we strongly believe to be an ill-conceived and value-
destructive plan. We believe that the reason for Casablanca's stubbornness on
this point is clear: Casablanca is fixated on the executive chairman role for
Mr. Goncalves so that he can enact their self-interested, value-destructive plan
to liquidate assets during an industry-wide cyclical downturn.

CASABLANCA'S SLATE LACKS THE COLLECTIVE EXPERIENCE
NECESSARY TO DRIVE THE STRATEGY OF A CYCLICAL MINING
COMPANY LIKE CLIFFS

Casablanca's director nominees lack the collective experience we believe is
necessary to lead the strategy of a mining company.


Furthermore, with Casablanca's abrupt announcement that Patrice Merrin withdrew
from Casablanca's slate, Casablanca no longer offers any candidates with recent
mining experience.  Ms. Merrin was one of the only Casablanca nominees with
relevant leadership experience in the mining sector, making her departure
disproportionately damaging to the already weak Casablanca slate.

Ms. Merrin's replacement, James Sawyer, appears to us to be a last-minute
attempt to fill an unexpected vacancy in Casablanca's unstable slate of
unqualified candidates.  The choice of Mr. Sawyer is a curious one - he has no
relevant industry or operational experience and no public company Board
experience.

Also among the dissident's nominees is Mr. Goncalves, who Casablanca is
proposing as executive chairman. Mr. Goncalves has no meaningful experience
managing large-scale, long-lived mining assets in complex ore bodies or
operating global assets in multiple geographies.  His metals industry experience
has largely been with processing and distribution businesses with low fixed cost
structures, limited commodity price exposure and low capital intensity. Mr.
Goncalves' most recent experience was at Metals USA, a company Casablanca
describes as a "manufacturer and processor of steel and other metals." According
to Casablanca's June 26(th) investor presentation, Mr. Goncalves' most "recent"
experience at a "mining company" was when he was an employee at Companhia
Siderúrgica Nacional from 1981 - 1998.

In response to Casablanca's insistence that Mr. Goncalves be appointed as
executive chairman of the Board, nine members of your Board interviewed Mr.
Goncalves during March and April of 2014 regarding his qualifications to lead
the Company and to understand his strategic vision for Cliffs.  Following these
interviews, the Board determined that given Mr. Goncalves' lack of meaningful
experience in managing large-scale, long-lived mining assets in complex ore
bodies or operating global assets in multiple geographies, it was not in the
best interests of Cliffs' shareholders to appoint him as executive chairman.

Cliffs needs and has in our new CEO Gary Halverson, a steady and experienced
hand at the helm to navigate this volatile industry environment. Now is not the
time to empower an unproven activist investor seeking to implement an
irresponsible plan designed for short-term gains. We believe that Casablanca's
notion of "fixing" Cliffs is ill-conceived and short-sighted, driven by their
self-serving agenda.

CLIFFS' NOMINEES HAVE THE EXPERIENCE NECESSARY
TO SUCCESSFULLY LEAD CLIFFS

In stark contrast to Casablanca's slate, Cliffs has assembled a strong Board
that is well matched to the opportunities and challenges faced by Cliffs and the
entire industry.  As evidenced below, we believe Cliffs' nominees are highly
qualified to lead Cliffs through a volatile iron ore and met coal pricing
environment.



* Joined Board in 2013

Four of these directors are recent additions to the Board, carefully selected to
help fundamentally shift the strategic, operational and financial direction of
the Company in response to a volatile iron ore and met coal price environment.
These highly qualified directors help ensure Cliffs has the right experience and
leadership expertise, including in mining, steel, basic materials, finance,
engineering and natural resources businesses - the skills that your Board
believes are required in order to understand and lead Cliffs.

Remember: By voting for ALL of Cliffs nominees, more than half of Cliffs eleven-
person Board will have been elected in 2013 or later and will include a
different Chairman as well as at least two new directors nominated by our
shareholders.

VOTE THE WHITE PROXY CARD TODAY

Your vote is extremely important, no matter how many or how few shares you own.
The Cliffs Board recommends shareholders vote today by telephone, by Internet,
or by signing and dating the enclosed WHITE proxy card to vote "FOR ALL" of the
Company's nine highly qualified and experienced director nominees with expertise
in leading mining, steel, basic materials, engineering and natural resources
businesses: Gary B. Halverson, Barry J. Eldridge, Mark E. Gaumond, Susan M.
Green, Janice K. Henry, Stephen M. Johnson, James F. Kirsch, Richard K. Riederer
and Timothy W. Sullivan.

If you have any questions on cumulative voting or need assistance voting your
shares, please contact D.F. King & Co., Inc., which is assisting us in
connection with this year's Annual Meeting, at (800) 487-4870.

On behalf of the Board, we thank you for your continued support of Cliffs.

Sincerely,

Cliffs' Board of Directors

J.P. Morgan and Bank of America 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 letter 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 letter 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 letter.

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 filed a definitive proxy statement with the SEC on June 10, 2014 in
connection with any such solicitation of proxies from Cliffs' shareholders.
CLIFFS' SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND
ACCOMPANYING WHITE PROXY CARD AS THEY 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 participants,
and their direct or indirect interests, by security holdings or otherwise, is
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' definitive proxy statement on Schedule 14A, filed with the
SEC on June 10, 2014. Shareholders will be able to obtain the 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.

Contacts:

Investors Media
Jessica Moran Patricia Persico
Director, Investor Relations Director, Global Communications
(216) 694-6532 (216) 694-5316


Jordan Kovler                                     Joele Frank, Meaghan Repko or
Andrea 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#1817011]
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