Cleveland-Cliffs Responds to Largest Shareholder's Change in SEC Filing Status

Thu Jul 17, 2008 11:59pm EDT
 
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CLEVELAND--(Business Wire)--
Cleveland-Cliffs Inc (NYSE: CLF) today indicated it has read its
largest shareholder's recently filed Schedule 13D. While the Company
understands and would expect this shareholder to evaluate on an
ongoing basis Cleveland-Cliffs financial condition and prospects,
Cleveland-Cliffs also maintains its belief that the acquisition of
Alpha Natural Resources is compelling and provides Cleveland-Cliffs
with the size and strength needed for continued growth.

   The Company is committed to providing the most shareholder value
over the long term and firmly believes the proposed transaction is in
the best interests of all of its shareholders. By combining the
complementary operations and management capabilities of
Cleveland-Cliffs and Alpha Natural Resources, the resulting company,
Cliffs Natural Resources, will be well positioned to meet the world's
increasing demand for raw materials.

   Cliffs added that it understands the shareholder's right to change
its intentions or develop possible proposals, as it deems appropriate.
The management teams of Cleveland-Cliffs and Alpha Natural Resources
continue to meet with many shareholders and will continue to do so in
order to make completely clear the merits of the deal. Cliffs
indicated that it has received positive feedback from investors and
the financial community, including securities analysts familiar with
the companies.

   ABOUT CLEVELAND-CLIFFS INC

   Cleveland-Cliffs Inc, headquartered in Cleveland, Ohio, is an
international mining company, the largest producer of iron ore pellets
in North America and a major supplier of metallurgical coal to the
global steelmaking industry. The Company operates six iron ore mines
in Michigan, Minnesota and Eastern Canada, and three coking coal mines
in West Virginia and Alabama. Cliffs also owns 85% of Portman Limited,
a large iron ore mining company in Australia, serving the Asian iron
ore markets with direct-shipping fines and lump ore. In addition, the
Company has a 30% interest in the Amapa Project, a Brazilian iron ore
project, and a 45% economic interest in the Sonoma Project, an
Australian coking and thermal coal project.

   "Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995

   A number of the matters discussed in this document that are not
historical or current facts deal with potential future circumstances
and developments, in particular, information regarding expected
synergies resulting from the merger of Cleveland-Cliffs and Alpha,
combined operating and financial data, the combined company's plans,
objectives, expectations and intentions and whether and when the
transactions contemplated by the merger agreement will be consummated.
The discussion of such matters is qualified by the inherent risks and
uncertainties surrounding future expectations generally, and also may
materially differ from actual future experience involving any one or
more of such matters. Such risks and uncertainties include: the risk
that the businesses will not be integrated successfully; the risk that
the cost savings and any other synergies from the transaction may not
be fully realized or may take longer to realize than expected; changes
in demand for iron ore pellets by North American integrated steel
producers, or changes in Asian iron ore demand due to changes in steel
utilization rates, operational factors, electric furnace production or
imports into the United States and Canada of semi-finished steel or
pig iron; the impact of consolidation and rationalization in the steel
industry; timing of changes in customer coal inventories; changes in,
renewal of and acquiring new long-term coal supply arrangements;
inherent risks of coal mining beyond the combined company's control;
environmental laws, including those directly affecting coal mining
production, and those affecting customers' coal usage; competition in
coal markets; railroad, barge, truck and other transportation
performance and costs; the geological characteristics of Central and
Northern Appalachian coal reserves; availability of mining and
processing equipment and parts; the combined company's assumptions
concerning economically recoverable coal reserve estimates; disruption
from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; the failure to
obtain governmental approvals of the transaction on the proposed terms
and schedule, and any conditions imposed on the combined company in
connection with consummation of the merger; the failure to obtain
approval of the merger by the stockholders of Cleveland-Cliffs and
Alpha and the failure to satisfy various other conditions to the
closing of the merger contemplated by the merger agreement; and the
risks that are described from time to time in Cleveland-Cliffs' and
Alpha's respective reports filed with the SEC, including each of
Cleveland-Cliffs' and Alpha's annual report on Form 10-K for the year
ended December 31, 2007 and quarterly report on Form 10-Q for the
quarter ended March 31, 2008, as such reports may have been amended.
This document speaks only as of its date, and Cleveland-Cliffs and
Alpha each disclaims any duty to update the information herein.

   Additional Information and Where to Find It

   In connection with the proposed transaction, a registration
statement on Form S-4 will be filed with the SEC. CLEVELAND-CLIFFS AND
ALPHA SHAREHOLDERS ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION
STATEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final joint proxy
statement/prospectus will be mailed to shareholders of
Cleveland-Cliffs and shareholders of Alpha. Investors and security
holders will be able to obtain the documents free of charge at the
SEC's web site, www.sec.gov, from Cleveland-Cliffs Inc, Investor
Relations, 1100 Superior Avenue, Cleveland, Ohio 44114-2544, or call
(216) 694-5700, or from Alpha Natural Resources, Inc., One Alpha
Place, P.O. Box 2345, Abingdon, Virginia 24212, attention: Investor
Relations, or call (276) 619-4410.

   Participants In Solicitation

   Cleveland-Cliffs and Alpha and their respective directors and
executive officers and other members of management and employees may
be deemed to be participants in the solicitation of proxies in respect
of the proposed merger. Information concerning Cleveland-Cliffs'
participants is set forth in the proxy statement dated March 26, 2008,
for Cleveland-Cliffs' 2008 annual meeting of shareholders as filed
with the SEC on Schedule 14A. Information concerning Alpha'
participants is set forth in the proxy statement, dated April 2, 2008,
for Alpha's 2008 annual meeting of stockholders as filed with the SEC
on Schedule 14A. Additional information regarding the interests of
participants of Cleveland-Cliffs and Alpha in the solicitation of
proxies in respect of the proposed merger will be included in the
registration statement and joint proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available.

Cleveland-Cliffs Inc
Steve Baisden, 216-694-5280
Director, Investor Relations and Corporate Communications
srbaisden@cleveland-cliffs.com

Copyright Business Wire 2008

 

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