NEWS RELEASE
Cliffs Natural Resources Inc. Files Definitive Proxy Materials in Connection
with 2014 Annual Meeting of Shareholders
CLEVELAND - June 10, 2014 - Cliffs Natural Resources Inc. (NYSE: CLF) today
filed its definitive proxy materials with the Securities and Exchange Commission
("SEC") in connection with its upcoming 2014 Annual Meeting of Shareholders
scheduled to be held on July 29, 2014 at 11:30 a.m. EDT. The Annual Meeting
will be held at North Point, 901 Lakeside Avenue, Cleveland Ohio 44114. Cliffs'
shareholders of record at the close of business on June 2, 2014, are entitled to
vote at the Annual Meeting.
Based on discussions with various shareholders, the Board of Directors currently
believes that it is in the best interest of all Cliffs shareholders for the
Board to nominate a slate of nine directors for its eleven-person Board. As a
result, by using the WHITE proxy card and voting as recommended by the Board, we
believe that at least two of Casablanca's proposed nominees will be elected to
the Cliffs Board, assuming that Casablanca continues its proxy contest.
The Cliffs Board recommends 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: 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.
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 release 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 release 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 release.
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.comor 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
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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#1791895]
