Cliffs Natural Resources Inc. CLF today
issued the following letter to shareholders in connection with its upcoming
2014 Annual Meeting of Shareholders:
Dear Fellow Cliffs Shareholder,
As our Annual Meeting approaches on July 29, we urge all Cliffs shareholders
to protect the value of their investment by voting the WHITEproxy card today.
As Casablanca Capital continues to campaign for what we believe is a
short-term, value-destructive agenda, shareholders need to know the truth
about Casablanca's purported "plan" and lack of experience to lead a commodity
company through the trough of the cycle.
We believe that Casablanca has a one-dimensional, short-term plan to conduct a
fire-sale of Cliffs' assets in an industry-wide cyclical downturn, which would
be value destructivefor all Cliffs shareholders.
Unlike Casablanca, Cliffs' Board and new management team have a deep
understanding of how commodity cycles work and how to position our assets to
maximize value in a volatile pricing environment. To that end, the Cliffs
Board and new management team have been focused on key fundamentals, which
Casablanca does not appear to understand and is ill-equipped to accomplish.
Specifically, we are lowering the cost-structure of the business, optimizing
our operating profile, strengthening our balance sheet, and enhancing our
liquidity. By focusing on these priorities, Cliffs expects to emerge from the
cyclical trough well positioned to capture value on the upside when its served
markets recover.
WE BELIEVE CASABLANCA'S STRATEGY IS ILLOGICAL AND WILL DESTROY LONG TERM
VALUE, DEMONSTRATING ITS LACK OF UNDERSTANDING OF COMMODITY MARKETS
Casablanca's central theme is a "fire sale" of Cliffs' assets at the bottom of
the commodity cycle. Let there be no mistake: selling assets for cents on the
dollar in the trough will destroy value for Cliffs shareholders. This is not
surprising given the lack of mining industry experience in Casablanca's slate
of nominees. Quick-fix financial engineering is not the answer. Casablanca's
plan will not only compromise current value but will also sacrifice long-term
value creation that will be forever lost when these commodity markets recover.
We urge investors to focus on what really matters - the strategy that will
generate the most value for all Cliffs shareholders. Cliffs' Board and new
management team have the experience to know that the better course is to
maintain a strong balance sheet and responsibly optimize the assets in our
portfolio instead of disposing of them at the bottom of the market. A strong
financial position and solid operational focus during the low point of a
commodity cycle is how to best position Cliffs to ultimately realize the
highest long-term value for these assets - whether assets are sold or further
developed. As experienced miners know, now is not the time to dump assets
indiscriminately.
Under Gary Halverson's leadership, Cliffs has taken decisive action to halt
development projects, idle loss-making mines at current iron ore and met coal
prices, and optimize operations across our portfolio to weather the current
downturn and preserve value potential as markets recover. Cliffs owns
valuable mining operations that produce premium quality products and offer
diversity in supplier source that our customers value. Don't let Casablanca
squander the opportunity to extract significant value from Cliffs' assets as
markets recover.
We urge you not to allow Casablanca to take a majority of your Board and
implement what we believe is an irrational planchampioned by inexperienced
Board candidates. Now is not the time to hand over the majority of Cliffs'
Board to an unproven activist investor. We believe that Casablanca's notion
of "fixing" Cliffs is ill-conceived and short-sighted, driven by their
self-serving agenda.
CLIFFS' BOARD AND MANAGEMENT TEAM IS IMPLEMENTING THE RIGHT STRATEGY TO
POSITION THE COMPANY TO GENERATE SHAREHOLDER VALUE IN THE RECOVERY
Prudent and experienced leaders of mining companies understand how to protect
their assets in today's environment. As evidence of this experience, the
Cliffs team has already:
o Reduced capital expenditures by 65% since 2013;
o Cut operating costs at every business segment through the rigorous
implementation of operating discipline and improved processes to keep
assets producing cash in the trough;
o Halted development of the chromite project, idled our Wabush mine,
announced our intention to temporarily idle our Pinnacle mine in late
August 2014, and delayed Phase II expansion of Bloom Lake; and
o Strengthened our balance sheet by amending our revolving credit facility
to retain access to this important source of liquidity in today's volatile
commodity price environment.
VOTE THE WHITE PROXY CARD TODAY
Your vote is extremely important, no matter how many or how few shares you
own. Remember: By voting "FORALL" of Cliffs' nominees, you are voting for a
Board comprised of new independent directors clearly aligned with shareholder
interests:
o More than half of directors elected in 2013 or later.
o At least two of our directors will have been nominated directly by our
shareholders.
o Other than our CEO Gary Halverson, all directors will be independent.
o Each director has critical and relevant industry experience.
o Board leadership will be provided by a different Chairman to be elected by
the new Boardfollowing the completion of the Annual Meeting.
For these reasons, and others, your Board encourages you to vote the enclosed
WHITE proxy card "FOR ALL" of Cliffs' nine highly qualified and experienced
nominees: 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.
If you have any questions on cumulative voting or need assistance voting your
shares, please contact D.F. King & Co., Inc., which is assisting us in
connection with this year's Annual Meeting, at (800) 487- 4870.
On behalf of the Board, we thank you for your continued support of Cliffs.
Sincerely,
Cliffs' Board of Directors
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.
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