Cleveland-Cliffs Announces Special Meeting to Vote on Proposed Control Share Acquisition
Friday, August 22, 2008 12:46 PM
Symbols: CLF

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.


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