CLIFFS NATURAL RESOURCES INC. REITERATES WILLINGNESS TO

New Post Public Reply Private Reply Replies (0) Message Board
News Desk 2018
CLIFFS NATURAL RESOURCES INC. REITERATES WILLINGNESS TO SETTLE PROXY CONTEST WITH CASABLANCA CAPITAL

Offers Reasonable Solution to Resolve Costly and Distracting Proxy Contest  Initiated by Casablanca

CLEVELAND, July 2, 2014 (GLOBE NEWSWIRE) -- Cliffs Natural Resources Inc. (NYSE: CLF ) today announced that, in a further attempt to resolve the costly and distracting proxy contest, the Company is reaching out to Casablanca Capital to make a reasonable settlement offer in connection with its 2014 Annual Meeting of Shareholders, which would provide Casablanca with significant representation on the Cliffs Board and a voice in selecting a new Board Chair.

Based on conversations with a number of shareholders, Cliffs has today proposed a settlement whereby Casablanca would receive three seats on a reconstituted Cliffs Board consisting of nine directors in the aggregate.  This settlement offer, similar to the offer previously proposed by Cliffs, would provide Casablanca with significant representation on Cliffs' Board.

The Company previously announced that two current Cliffs' directors, Susan M. Cunningham and Andrés R. Gluski would not stand for re-election at the Annual Meeting.  If the settlement proposal is accepted by Casablanca, then three additional directors currently on Cliffs' Board would not stand for re-election at the Annual Meeting.  The proposed board settlement, if accepted, would result in at least six of the nine total Board members having joined in the prior 18 months.

The Company strongly believes this settlement offer would provide a Board composition with the independent and forward-looking perspective needed to continue to drive change at Cliffs and enable the Company to resolve the costly and distracting proxy contest that was initiated by Casablanca.

Separately, whether or not Casablanca accepts the settlement offer, the Cliffs Board has determined that, following the completion of the Annual Meeting, the new Board will elect a different Chairman of the Board.  

If Casablanca does not accept this settlement offer, the Cliffs' Board would remain at eleven members and the Company believes that at least two of Casablanca's nominees would be elected.  If there is no settlement, the Cliffs Board recommends that shareholders use the 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.

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

HUG#1811451

Scroll down for more posts ▼

Top 10 Most Recent News Articles

Luvme Hair Offers Wig Variety for Winter Fashion

Updated Category News Views 371

Adding Flair to Winter Looks A style kick-off from the fashion world: Luvme Hair is flipping the table on winter wardrobes with a new collection of wigs. As the weather ramps up the need for thick coats and cumbersome layers, these long hairstyles offer a little extra swing, bringing dimension into the mix. Fancy a change from traditional winter hibernation? Here’s what...

Continue Reading
WHO and RCSI Bahrain Join Forces on Health Initiatives

Updated Category News Views 188

Forging a Healthier Pathway In a world where healthcare challenges rise faster than my blood pressure during a stock market crash, the World Health Organization (WHO) and the Royal College of Surgeons in Ireland (RCSI) – Medical University of Bahrain have inked a deal to tackle these issues head-on. The memorandum of understanding (MoU) signed on November 15, 2026,...

Continue Reading
AppLovin Legal Woes: A Deep Dive into Investor Claims

Updated Category News Views 281

AppLovin Faces Legal Heat and Market Scrutiny Bitter truth has a way of crashing like a wave, and AppLovin (NASDAQ: APP) is feeling the brunt of it. Now knee-deep in a securities class action, the firm’s been accused of selling fairy tales about its AI capabilities, leaving investors clutching at substantial losses. If you’ve been banking on their promises between...

Continue Reading
SmallRig Boosts Art-Driven Innovation in AI Era

Updated Category News Views 233

The Interplay of Art and AI In a world where the lines between man and machine blur faster than ever, creators like SmallRig are boldly asking: what role should authenticity play when AI takes the stage? The Shenzhen International Art Museum and SmallRig stood shoulder to shoulder, tackling this head-scrambling question with a global gathering of art and tech giants. It's...

Continue Reading
Breakthrough T1D Pushes Global T1D Awareness Forward

Updated Category News Views 273

Shining a Light on T1D with Global Efforts In a world where a change in lifestyle can happen at the drop of a hat, Breakthrough T1D is making waves by expanding their global "See T1D" campaign in honor of World Diabetes Day. This isn't your run-of-the-mill awareness push—this is about propelling an understanding of what life truly entails for those living with type 1...

Continue Reading
Layne's Chicken Fingers Expands with Brownsville Opening

Updated Category News Views 289

Fried Delights Rise in Brownsville Never thought I'd see the day when chicken fingers felt like the main character in an epic expansion saga, but here we are. Ricki Oberoi, a veteran in the fast-food game, is pushing onward with Layne's Chicken Fingers in Brownsville, Texas. I tell you, some folks are as keen on expanding their palates as they are their portfolios....

Continue Reading
EFICYENT Ventures to Connect at Singapore FinTech Fest

Updated Category News Views 270

Why the Singapore FinTech Festival Matters The world's hardly a stranger to hype, but the Singapore FinTech Festival carries some real weight. From November 18 to 20, 2026, this gig isn't just industry chatter—it's a high-stakes convergence of policymakers, financial institutions, fintech innovators like EFICYENT, and the money folk looking to mold the future of...

Continue Reading
PASCAL's Holiday Gift Edit: Timeless Watches Shine

Updated Category News Views 420

Fresh Sparkle for the Holidays Well, here we are again, staring down the barrel of another holiday season. And what do you know, PASCAL is out with its 2026 Holiday Gift Edit, like clockwork. This is the kind of stuff they’re good at—capturing a moment, slapping some color on it, and calling it a game-changer. Launching on November 14, this edit nods to their Timeless...

Continue Reading
Webull Faces Class Action: Key Details for Investors

Updated Category News Views 267

What's Really Going on With Webull? When you hear there's a class-action lawsuit brewing, you know something's gone real sideways. Webull Corporation (NASDAQ: BULL) finds itself neck-deep in a securities fraud class action alleging some dicey dealings with China. If you've got skin in the game—and if you bought Webull stock between April 26, 2025, and October 6,...

Continue Reading
EZaccessMD Data Breach: Class Action Lawsuit Looms

Updated Category News Views 392

Data breaches are the bogeyman no one wants lurking in the shadows, and when it’s your personal info at stake, folks rightfully squirm. This recent fiasco at EZaccessMD is one of those unsettling incidents. The word on the street isn't pretty: sensitive medical data has slipped through the cracks, leaving Edelson Lechtzin LLP, a heavyweight in class action maneuvers, to...

Continue Reading

Top 5 Most Recently Viewed Articles

Globant's 2025 Q1 Revenue Growth and Strategic Focus

Updated Category News Views 873

Globant's Remarkable Financial Performance for Q1 2025 Globant (NYSE: GLOB), a leader in technology-enabled business transformation, has reported a strong performance for the first quarter of 2025. The company achieved revenues of $611.1 million, marking a 7.0% increase compared to the same period last year. This notable growth reflects Globant's commitment to leveraging...

Continue Reading
Transforming Rehabilitation: The Future of Medical Exoskeletons

Updated Category News Views 329

Explosive Growth in the Medical Exoskeleton Market The global medical exoskeleton market is experiencing remarkable growth, projected to reach a value increase of USD 2.87 billion during the upcoming period from 2024 to 2028. A crucial driving force behind this surge is the rising number of spinal cord injury (SCI) cases, coupled with advancements in artificial...

Continue Reading
Exclusive Elks Hoop Shoot Champions Honored at Hall of Fame

Updated Category News Views 167

Celebrating Youth Basketball Talent The spirit of perseverance and hard work was palpable as the finest youth free-throw shooters gathered at Wintrust Arena, illustrating their dedication to the game. Recently, the Elks Hoop Shoot competition showcased young athletes' skills and determination as they vied for national titles in three age groups for both boys and girls....

Continue Reading
Key Insights for Cepton, Inc. Investors Regarding Legal Actions

Updated Category News Views 190

Understanding Your Legal Rights as a Cepton, Inc. Investor Cepton, Inc. (NASDAQ: CPTN) has recently come under scrutiny, attracting the attention of investors concerned about potential securities fraud. As such, it is crucial for shareholders to be informed about their rights and options as they navigate these turbulent waters. Recent developments suggest that investors...

Continue Reading
Teamsters at Seattle Airport Vote to Strike Against Swissport

Updated Category News Views 283

Teamsters at Seattle Airport Take Bold Action In a significant move toward ensuring safe and fair labor practices, air fuelers at Seattle-Tacoma International Airport have voted unanimously to authorize a strike against Swissport, a leading provider of ground services in the aviation industry. With over 150 workers represented by Teamsters Local 174, this decision stems...

Continue Reading