Cliffs Natural Resources – Statement on Casablanca

214
Cliffs Natural Resources
Cliffs Natural Resources

Cliffs Natural Resources
Cliffs Natural Resources

CLEVELAND – MINING – On March 7, 2014, Cliffs Natural Resources announced that, in an attempt to avoid a costly and distracting proxy contest, the Company has attempted in good faith to reach a settlement with Casablanca Capital that it believes would be in the best interests of all Cliffs shareholders. Casablanca has requested that Cliffs postpone the record date for its annual meeting of shareholders. In order to accommodate this request and to continue to pursue a potential settlement, Cliffs has determined to postpone the record date for its annual meeting of shareholders, originally scheduled to be held on May 13, 2014. The new record date will be announced in a future press release. Further details regarding the annual meeting, including the date, will be included in the Company’s definitive proxy statement, which will be mailed to shareholders of record in advance of the meeting.

Cliffs proactively offered to permit Casablanca to appoint two new independent Directors to the Cliffs’ Board and a third mutually agreed upon Director to be named at a later date. However, Casablanca rejected the Company’s settlement offer and stated that they plan to continue their effort to seek full control of the Cliffs’ Board and to replace Cliffs’ Chief Executive Officer through a proxy contest, representation that is entirely disproportionate to Casablanca’s recently acquired stake in the Company and that does not offer Cliffs’ shareholders a control premium.

We are disappointed that Casablanca seems intent on waging a public campaign rather than continuing its private engagement with Cliffs’ Board and management team to address the Company’s concerns relating to Casablanca’s proposal to, among other things, break-up the Company. Cliffs’ Board and management team continues to stand ready to engage with Casablanca to seek to resolve this matter expeditiously, without further disruption to Cliffs.

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.

Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) today issued the following statement:

On March 3, 2014, James Kirsch, Cliffs’ Chairman, had a telephonic conversation with Donald Drapkin, Chairman of Casablanca Capital and Douglas Taylor, CEO of Casablanca Capital. During this conversation, Mr. Drapkin made the suggestion that Cliffs postpone the record date for Cliffs’ annual meeting of shareholders, originally scheduled to be held on May 13, 2014. In accordance with this conversation, Cliffs’ Board agreed to accommodate this request in order to continue to pursue a potential settlement. Cliffs’ Board and management team stand by its decision to postpone the record date and is ready to engage with Casablanca.

Cliffs Natural Resources Inc. is an international mining and natural resources company. A member of the S&P 500 Index, 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.