Board Unanimously Recommends Shareholders to Vote AGAINST
Authorization of Control Share Acquisition
Cleveland-Cliffs Inc (NYSE: CLF), which will be renamed
Cliffs Natural Resources in the coming months, today announced a special
meeting of shareholders to vote on a proposed control share acquisition
by one of its shareholders.
Cleveland-Cliffs indicated that, by issuing today’s
announcement, it is fulfilling its obligation to do so under Ohio law.
The shareholder provided the Company an acquiring person statement
indicating that the shareholder is seeking shareholder approval under
Ohio law to acquire, in the aggregate, more than one-fifth but less than
one-third of Cleveland-Cliffs’ outstanding
voting securities. The acquiring person statement further indicates that
the shareholder proposes to make any such acquisitions in one or more
open market purchases or block trades.
Cleveland-Cliffs noted approval of the proposed control share
acquisition requires:
• The affirmative vote of the holders of a
majority of Cleveland-Cliffs' voting power entitled to vote in the
election of directors represented in person or by proxy at the Special
Meeting; and
• The affirmative vote of the holders of a
majority of Cleveland-Cliffs' voting power entitled to vote in the
election of directors represented in person or by proxy at the Special
Meeting, excluding the voting power of "Interested Shares" as defined
under Ohio law. "Interested Shares" include shares owned by the investor
filing the acquiring person statement, shares owned by officers of
Cleveland-Cliffs elected or appointed by the Board of Directors, and
shares in excess of certain dollar or volume thresholds acquired during
the period beginning Aug. 14, 2008 and Sept. 2, 2008, the record date.
The Cleveland-Cliffs shareholder meeting to vote on the proposed control
share acquisition will take place on Oct. 3, 2008. A record date of
Sept. 2, 2008 has been set and is included in the preliminary proxy
statement, which was filed today with the Securities and Exchange
Commission.
After careful consideration, including a thorough review of the Ohio
Control Share Acquisition Statute with Cleveland-Cliffs’
independent financial and legal advisors and consultation with
Cleveland-Cliffs’ management, the
Cleveland-Cliffs Board of Directors unanimously determined that the Ohio
Control Share Acquisition is not in the best interests of
Cleveland-Cliffs shareholders.