Cleveland-Cliffs Inc. (NYSE: CLF) (“Cliffs”) and AK Steel
Holding Corporation (NYSE: AKS) (“AK Steel”) jointly announced
that, at their respective special shareholder/stockholder meetings
held earlier today, the shareholders of Cliffs and the stockholders
of AK Steel voted to approve all of the proposals necessary to
complete the previously announced acquisition of AK Steel by
Cliffs. Under the pending transaction, Cliffs would acquire AK
Steel pursuant to the Agreement and Plan of Merger (the “Merger
Agreement”) entered into by Cliffs and AK Steel providing for the
merger of a wholly-owned subsidiary of Cliffs with and into AK
Steel, with AK Steel surviving the merger and becoming a
wholly-owned subsidiary of Cliffs.
Lourenco Goncalves, Chairman, President and Chief Executive
Officer of Cliffs said: “The shareholders of Cliffs and the
stockholders of AK Steel have spoken, and delivered an outstanding
victory in support of our transaction. I thank you all for your
unequivocal demonstration of support.” Mr. Goncalves added: “The
new Cleveland-Cliffs is a lot stronger than either Cliffs or AK
Steel individually. We are ready to transform your confidence into
shareholder value, and that’s what we are going to do.”
The shareholder/stockholder vote results are based upon
preliminary tabulations by the independent inspector of elections.
Cliffs and AK Steel will each report the final voting results from
its special shareholder/stockholder meeting on a Form 8-K that will
be filed with the U.S. Securities and Exchange Commission after
certification by each company’s inspector of election. The
transaction is currently scheduled to close on March 13, 2020.
About Cleveland-Cliffs Inc.
Founded in 1847, Cliffs is the largest and oldest independent
iron ore mining company in the United States. Cliffs is a major
supplier of iron ore pellets to the North American steel industry
from its mines and pellet plants located in Michigan and Minnesota.
In 2020, Cliffs expects to be the sole producer of hot briquetted
iron (HBI) in the Great Lakes region with the development of its
first production plant in Toledo, Ohio. On December 2, 2019, Cliffs
agreed to acquire AK Steel, a leading North American producer of
sophisticated steel products, which is expected to close in the
first quarter of 2020. Driven by the core values of safety, social,
environmental and capital stewardship, Cliffs’ employees endeavor
to provide all stakeholders with operating and financial
transparency. For more information, visit
http://www.clevelandcliffs.com.
About AK Steel
AK Steel is a leading producer of flat-rolled carbon, stainless
and electrical steel products, primarily for the automotive,
infrastructure and manufacturing, including electrical power, and
distributors and converters markets. Through its subsidiaries, the
company also provides customer solutions with carbon and stainless
steel tubing products, hot- and cold-stamped components, and die
design and tooling. Headquartered in West Chester, Ohio (Greater
Cincinnati), the company has approximately 9,300 employees at
manufacturing operations in the United States, Canada and Mexico,
and facilities in Western Europe.
Forward-looking Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
In this context, forward-looking statements often address expected
future business and financial performance and financial condition,
and often contain words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “estimate,” “would,” “target” and similar
expressions, as well as variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the proposed Merger and the anticipated benefits
thereof. These and other forward-looking statements reflect AK
Steel’s and Cliffs’ current beliefs and judgments and are not
guarantees of future results or outcomes. Forward-looking
statements are based on assumptions and estimates that are
inherently affected by economic, competitive, regulatory, and
operational risks and uncertainties and contingencies that may be
beyond AK Steel’s or Cliffs’ control.
They are also subject to inherent risks and uncertainties that
could cause actual results or performance to differ materially from
those expressed in any forward-looking statements. Important risk
factors that may cause such a difference include (i) the completion
of the proposed Merger on the anticipated terms and timing,
including anticipated tax treatment, or at all, (ii) potential
unforeseen liabilities, future capital expenditures, revenues,
expenses, earnings, economic performance, indebtedness, financial
condition, losses and future prospects, (iii) the ability of Cliffs
to integrate its and AK Steel’s businesses successfully and to
achieve anticipated synergies, (iv) business and management
strategies for the management, expansion and growth of the combined
company’s operations following the consummation of the proposed
Merger, (v) pending litigation relating to the proposed Merger and
potential future litigation that could be instituted against AK
Steel, Cliffs or their respective directors, (vi) the risk that
disruptions from the proposed Merger will harm AK Steel’s or
Cliffs’ business, including current plans and operations, (vii) the
ability of AK Steel or Cliffs to retain and hire key personnel,
(viii) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed Merger, (ix) uncertainty as to the long-term value of
Cliffs’ common stock, (x) continued availability of capital and
financing and rating agency actions, (xi) legislative, regulatory
and economic developments and (xii) unpredictability and severity
of catastrophic events, including acts of terrorism, outbreak of
war or hostilities or public health crises, as well as management’s
response to any of the aforementioned factors. These risks, as well
as other risks associated with the proposed Merger, are more fully
discussed in the joint proxy statement/prospectus that is included
in the Registration Statement (as defined below) filed with the SEC
by Cliffs in connection with the proposed Merger. While the list of
factors presented here is, and the list of factors presented in the
Registration Statement are, considered representative, no such list
should be considered to be a complete statement of all potential
risks and uncertainties. Other factors that may present significant
additional obstacles to the realization of forward-looking
statements or which could have a material adverse effect on AK
Steel’s or Cliffs’ respective consolidated financial condition,
results of operations, credit rating or liquidity are contained in
AK Steel’s and Cliffs’ respective periodic reports filed with the
SEC, including AK Steel’s annual report on Form 10-K and Cliffs’
annual report on Form 10-K. Neither AK Steel nor Cliffs assumes any
obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information,
future developments or otherwise, should circumstances change,
except as otherwise required by applicable law.
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MEDIA CONTACT: Patricia Persico Director, Corporate
Communications (216) 694-5316
INVESTOR CONTACT: Paul Finan Director, Investor Relations
(216) 694-6544
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