Freewest Board Unanimously Supports and Recommends All Freewest Shareholders
Accept Cliffs` Amended Offer of CAD$0.90 Per Share
CLEVELAND--(Business Wire)--
Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) today announced that it
has amended the terms of the definitive agreement disclosed on Nov. 23, 2009, to
acquire Montreal-based Freewest Resources Canada Inc. (TSX-V: FWR).
Under the terms of the amended agreement, each Freewest shareholder will now
receive CAD$0.90 per share of fixed consideration exclusively in the form of
Cliffs Natural Resources common stock. The fraction of a Cliffs share to be
issued per Freewest share is variable and will be determined based on the volume
weighted average price of Cliffs shares for the five trading days ending on the
third trading day before the effective date of the transaction. Freewest has
provided additional information on the transaction in a press release issued
today.
"Our revised offer provides superior and immediate value, liquidity and
certainty for Freewest shareholders," said Joseph Carrabba, president, chairman
and CEO of Cliffs. "Cliffs has the experience and financial resources necessary
to bring these world-class deposits into production. This offer gives Freewest
shareholders the option to monetize their investment through a stable, liquid
currency or to participate in the continued growth of Cliffs - a global mining
company with a strong balance sheet and more than 160 years of experience
building and operating mines.
"It is important for Freewest shareholders to know that as a result of our
involvement over the past year, Cliffs has a thorough technical understanding of
the chromite assets in the Ring of Fire. Cliffs firmly believes that Freewest`s
chromite properties provide sufficient size and scale, on their own, for the
development of a world-class chromite mine," added Mr. Carrabba.
Cliffs currently owns approximately 12.4% of Freewest Resources. Freewest`s
Board unanimously supports the amended definitive agreement and recommends that
all shareholders accept Cliffs` offer. This recommendation is also supported by
a Fairness Opinion from Freewest's financial advisor. The transaction is
expected to close in the first quarter of 2010, subject to a number of customary
conditions including approval by Freewest shareholders and consent of the court.
To be added to Cliffs Natural Resources e-mail distribution list, please click
on the link below:
http://www.cpg-llc.com/clearsite/clf/emailoptin.html
About Cliffs Natural Resources Inc.
Cliffs Natural Resources (NYSE: CLF) (Paris: CLF) is an international mining and
natural resources company. We are the largest producer of iron ore pellets in
North America, a major supplier of direct-shipping lump and fines iron ore out
of Australia and a significant producer of metallurgical coal. With core values
of environmental and capital stewardship, our colleagues across the globe
endeavor to provide all stakeholders operating and financial transparency as
embodied in the Global Reporting Initiative (GRI) framework. Our Company is
organized through three geographic business units:
The North American business unit is comprised of six iron ore mines owned or
managed in Michigan, Minnesota and Eastern Canada, and two coking coal mining
complexes located in West Virginia and Alabama. The Asia Pacific business unit
is comprised of two iron ore mining complexes in Western Australia and a 45%
economic interest in a coking and thermal coal mine in Queensland, Australia.
The South American business unit includes a 30% interest in the Amapá Project,
an iron ore project in the state of Amapá in Brazil.
Over recent years, Cliffs has been executing a strategy designed to achieve
scale in the mining industry and focused on serving the world`s largest and
fastest growing steel markets.
News releases and other information on the Company are available on the Internet
at:
http://www.cliffsnaturalresources.com
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995
This news release contains predictive statements that are intended to be made as
"forward-looking" within the safe harbor protections of the Private Securities
Litigation Reform Act of 1995. Although we believe that our forward-looking
statements are based on reasonable assumptions, such statements are subject to
risk and uncertainties.
Actual results may differ materially from such statements for a variety of
reasons, including the inability to close the proposed transaction as a result
of competing acquisition proposals, the inability to obtain necessary court
approvals for the acquisition and the failure to receive the necessary
affirmative vote of Freewest shareholders. Other factors that could impact
actual results include the following: demand for ferrochrome by global
integrated steel producers; the impact of consolidation and rationalization in
the steel industry; availability of capital equipment and component parts;
availability of rail and float capacity; availability and cost of capital;
ability to maintain adequate liquidity and to access capital markets; events or
circumstances that could impair or adversely impact the viability and carrying
value of the Freewest assets; inability to achieve expected production levels;
reductions in current resource estimates; impacts of increasing governmental
regulation, including failure to receive or maintain required environmental
permits; problems with productivity, third-party contractors, labor disputes,
disputes with indigenous tribes in the area, weather conditions, fluctuations in
ore grade and changes in other cost factors, including energy costs and
transportation.
Reference is also made to the detailed explanation of the many factors and risks
that may cause such predictive statements to turn out differently, set forth in
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and previous news
releases filed with the Securities and Exchange Commission, which are publicly
available on Cliffs Natural Resources' website. The information contained in
this document speaks as of the date of this news release and may be superseded
by subsequent events.
Cliffs Natural Resources Inc.
Director, Investor Relations and Corporate Communications
Steve Baisden, 216-694-5280
steve.baisden@cliffsnr.com
or
Manager - Corporate Communications
Christine Dresch, 216-694-4052
christine.dresch@cliffsnr.com
Copyright Business Wire 2009
