|[April 25, 2014]
Casablanca Capital Statement Regarding Scheduling of Cliffs Natural Resources Annual Meeting
NEW YORK --(Business Wire)--
Casablanca Capital LP, ("Casablanca") the beneficial owner of
approximately 5.2% of Cliffs Natural Resources Inc. (NYSE:CLF), today
commented on Cliffs Natural Resources' announcement that it will hold
its annual meeting of shareholders on July 29, 2014, with shareholders
of record as of the close of business on June 2, 2014 entitled to vote
at the meeting.
"While we are pleased that Cliffs has finally set a date for its annual
meeting after many weeks of delay, we remain deeply concerned by the
severe value destruction suffered by shareholders under the incumbent
board," said Donald Drapkin, Chairman of Casablanca Capital. "The fact
that Cliffs scheduled the meeting only after Casablanca had threatened a
consent solicitation to force the Board to face its annual election -
and the fact that the meeting won't be held until the end of July even
though every year previously since 2008 the meeting has been held in
early May - further underscores this Board's appalling lack of urgency
and what we view as its attempt to avoid the judgment of the
shareholders. We look forward to giving shareholders a strong voice in
restoring value at Cliffs by electing our slate of highly-qualified
Other announcements, filings, and background materials related to
Casablanca's investment in Cliffs can be found at www.fixcliffs.com.
About Casablanca Capital LP
Casablanca Capital is an Event Driven and Activist investment manager
based in New York, founded in 2010 by Donald G. Drapkin and Douglas
Taylor. Casablanca invests in high quality but underperforming public
companies that have multiple levers to unlock shareholder value. The
firm seeks to engage with the managment, boards, and shareholders of
those companies in a constructive dialogue in order to enhance
shareholder value through improved operational efficiencies, strategic
divestitures, capital structure optimization and increased corporate
focus. In 2011, Casablanca successfully initiated a campaign at Mentor
Graphics Corporation to improve profitability and enhance value at the
company, working with shareholders to elect three nominees to Mentor's
Cautionary Statement Regarding Opinions and Forward-Looking Statements
Certain information contained herein constitutes "forward-looking
statements" with respect to Cliffs Natural Resources Inc. ("Cliffs"),
which can be identified by the use of forward-looking terminology such
as "may," "will," "seek," "should," "could," "expect," "anticipate,"
"project," "estimate," "intend," "continue" or "believe" or the
negatives thereof or other variations thereon or comparable terminology.
Such statements are not guarantees of future performance or activities.
Due to various risks, uncertainties and assumptions, actual events or
results or actual performance may differ materially from those reflected
or contemplated in such forward-looking statements. The opinions of
Casablanca Capital LP ("Casablanca") are for general informational
purposes only and do not have regard to the specific investment
objective, financial situation, suitability or particular need of any
specific person, and should not be taken as advice on the merits of any
investment decision. This material does not recommend the purchase or
sale of any security. Casablanca reserves the right to change any of its
opinions expressed herein at any time as it deems appropriate.
Casablanca disclaims any obligation to update the information contained
herein. Casablanca and/or one or more of the investment funds it manages
may purchase additional Cliffs shares or sell all or a portion of their
shares or trade in securities relating to such shares.
CASABLANCA CAPITAL LP, DONALD G. DRAPKIN AND DOUGLAS TAYLOR
(COLLECTIVELY, "CASABLANCA") INTEND TO FILE WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC (News - Alert)") A DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE
SOLICITATION OF PROXIES FROM STOCKHOLDERS OF CLIFFS NATURAL RESOURCES
INC. (THE "COMPANY") IN CONNECTION WITH THE COMPANY'S 2014 ANNUAL
MEETING OF STOCKHOLDERS. ALL STOCKHOLDERS OF THE COMPANY ARE ADVISED TO
READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE
SOLICITATION OF PROXIES BY CASABLANCA, ROBERT P. FISHER, JR., CELSO
LOURENCO GONCALVES, PATRICE E. MERRIN, JOSEPH RUTKOWSKI AND GABRIEL
STOLIAR (COLLECTIVELY, THE "PARTICIPANTS"), WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL
INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE
PROXY STATEMENT AND AN ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME
OR ALL OF THE COMPANY'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT
DOCUMENTS, AVAILABLE AT NO CHARGE ON (News - Alert) THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, OKAPI PARTNERS LLC, CASABLANCA'S PROXY SOLICITOR, WILL
PROVIDE COPIES OF THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY
CARD WITHOUT CHARGE UPON REQUEST BY CALLING (212) 297-0720 OR TOLL-FREE
AT (877) 274-8654.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR
INDIRECT INTERESTS BY SECURITY HOLDINGS ARE CONTAINED IN THE PRELIMINARY
PROXY STATEMENT ON SCHEDULE 14A FILED BY CASABLANCA WITH THE SEC ON
MARCH 6, 2014. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE
SOURCES INDICATED ABOVE.
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