Cliffs Natural Resources Inc. CLF (Paris:
CLF) today issued the following statement in response to Casablanca Capital:
The Board of Directors and management team of Cliffs Natural Resources welcome
open communications with all of our shareholders and value their input toward
the collective goal of enhancing shareholder value. As part of the goal to
enhance shareholder value, over the last year, the Cliffs Board and management
team have taken significant steps to improve Cliffs' financial and operating
performance across all businesses. The Company's focus has been - and
continues to be - on reducing costs, strengthening its balance sheet with cash
flow from operations, taking a disciplined approach to capital spending, and
evaluating the strategic fit and value creation potential of all the Company's
assets. In addition, Cliffs has made significant changes to strengthen the
Board of Directors and management team, including the addition of four new
Board members, a new Chairman and Gary Halverson as the incoming Chief
Executive Officer.
Consistent with its focus on enhancing shareholder value, on Feb. 11, 2014 the
Company announced that it expects full-year 2014 capital expenditures to be
between $375 - $425 million, a reduction of more than 50% from full-year 2013
capital spending. This decrease is driven by a significant reduction in the
Company's expansion and capital spending at the Bloom Lake Mine. Given the
wide range of outlook for iron ore prices, the Company decided to reduce 2014
capital expenditures at Bloom Lake as it considers strategic alternatives for
the asset. The Company also announced its plans to idle production at its
Wabush Mine in the Province of Newfoundland and Labrador by the end of the
first quarter of 2014. Following Mr. Halverson's appointment in Nov. 2013,
the management team and the Board are undertaking a comprehensive review of
Cliffs' portfolio, which resulted in these strategic actions.
Cliffs' Board and management team regularly evaluate the Company's strategic
options and previously evaluated the key elements of Casablanca's overall
proposal. The Board and management team have reviewed - and will continue to
review - alternative structures to enhance shareholder value. The Company
believes Casablanca's overall proposal fails to provide a sustainable,
long-term value enhancing alternative. The Company is disappointed that
Casablanca seems intent on waging a public campaign rather than continuing its
private engagement with our Chairman and management to address our doubts and
concerns.
The Governance and Nominating Committee of Cliffs' Board will review
Casablanca's notice in due course. The Company noted that it has a strong
Board and management team in place to execute its plan to enhance shareholder
value, including Gary Halverson as incoming CEO. The choice of Mr. Halverson
as incoming CEO follows an exhaustive search by the Board, together with a
leading executive search firm, which began in July of 2013. Following a
comprehensive search, the Board determined that Mr. Halverson was the right
leader given his deep international and large scale mining industry leadership
experience.
Cliffs' Board is comprised of independent and highly experienced individuals
that bring a wide range of relevant expertise to Cliffs from leading mining,
steel, basic materials, engineering and natural resources businesses. Cliffs'
current Board of Directors consists of nine independent directors plus Mr.
Halverson and the interim Executive Chairman. Of these independent directors,
four have joined the Board in the last 12 months.
The Board and management team remain committed to acting in the best interests
of Cliffs and its shareholders in order to enhance value.
J.P. Morgan and Bank of America Merrill Lynch are acting as financial advisors
to the Company and Wachtell, Lipton, Rosen & Katz is acting as legal counsel.
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