Cleveland-Cliffs Inc (NYSE:CLF), the international mining company
that will be renamed Cliffs Natural Resources in the coming months,
announced today that it intends, through its wholly owned subsidiary
Cliffs Asia-Pacific Pty Limited ("Cliffs"),
to make an off-market takeover offer for all of the shares in Portman
Limited (ASX: PMM) that it does not already own. The Offer is a
last and final cash offer at a price of A$21.50 per Portman Share.
Cliffs already holds approximately 85.19% of the shares in Portman.
The Offer has the unanimous support of the independent directors of
Portman and, in the absence of a superior offer and subject to an
independent expert to be commissioned by Portman concluding that the
Offer is fair and reasonable, the independent directors of Portman will
recommend that Portman shareholders accept the Offer.
THE OFFER FROM CLIFFS
The Offer price of A$21.50 cash per Portman Share is Cliffs'
final price and will not be increased during the Offer Period.
The Offer reflects a premium of approximately 21.5% to the closing price
of Portman Shares on ASX on Sept. 10, 2008, and is subject to a number
of conditions as set out in the Annexure.
Commenting today, Joseph A. Carrabba, chairman, president and chief
executive officer of Cleveland-Cliffs, said: "For
Cleveland-Cliffs shareholders, this transaction is designed to enable
Cleveland-Cliffs to move to full ownership of Portman. I believe that
this final cash offer represents outstanding value for Portman
shareholders and provides an excellent opportunity for shareholders to
realize value from their investment in Portman."
He continued: "The offer provides a
straightforward cash exit for Portman shareholders and accepting
shareholders will not incur brokerage or stamp duty charges.
"There is no higher offer. Given that Cliffs
already owns 85.19% of the issued and outstanding Portman shares, I
believe the likelihood of another bidder emerging is extremely remote.
In the event that our offer does not succeed, there is a risk that
Portman's share price may fall significantly,"
Carrabba concluded.
Cliffs is being advised by Wilson HTM Corporate Finance and Mallesons
Stephen Jaques.
INDICATIVE TIMETABLE IMPORTANT DATES |
| 2008 | |
|
|
| |
Expected date for lodgment/filing of Bidder's
Statement with Australian Securities Investment Commission
|
|
Sept. 19
| |
Expected date for sending Bidder's
Statement to Portman shareholders
|
|
Oct. 3
|
Expected closing date of Offer (unless extended)a |
|
7:00 p.m. Sydney Time,
Nov. 3a | a The closing date for the Offer may
change as permitted by the Australian Corporations Act. |
An offer information line has been established for Portman shareholders.
The numbers are 1800 24 23 00 (toll free) (for callers in Australia) or
+61 2 9207 3622 (for callers outside Australia).
CLEVELAND-CLIFFS INC
Founded in 1847 and headquartered in Cleveland, Ohio, Cleveland-Cliffs
is an international mining company, the largest producer of iron ore
pellets in North America and a major supplier of metallurgical coal to
the global steelmaking industry. Cleveland-Cliffs operates six iron ore
mines in Michigan, Minnesota and Eastern Canada, and three coking coal
mines in West Virginia and Alabama. In addition, Cleveland-Cliffs has a
30% interest in the Amapá Project, a
Brazilian iron ore project, and a 45% economic interest in the Sonoma
Project, an Australian coking and thermal coal project. Cleveland-Cliffs
employs more than 5,000 people worldwide.
To be added to Cleveland-Cliffs' e-mail
distribution list, please click on the link below: http://www.cpg-llc.com/clearsite/clf/emailoptin.html For further information, please call: CLEVELAND-CLIFFS |
|
|
| | | | | |
| |
Media - Australia
| | | |
Kate Kerrison
Kate Kerrison + Company
+61/0413 946 704
kate@katekerrison.com.au | | | | |
| |
Financial Community – Australia
| | | |
Wayne Seabrook
Wilson HTM Corporate Finance Limited
+61/0412 199 054
wayne.seabrook@wilsonhtm.com.au | | | | |
|
Financial Community and Media –
United
States
| | | |
Steve Baisden
Director, Investor Relations and Corporate
Communications
Cleveland-Cliffs Inc
216/694-5280
srbaisden@cleveland-cliffs.com |
ANNEXURE: OFFER CONDITIONS
The Offer and any contracts resulting from acceptance of the Offer will
be subject to fulfillment of the following conditions:
|
(a)
|
| (minimum ownership) that during or at the end of the Offer
Period, Cliffs has acquired a relevant interest in at least 90%
(by number) of all Portman Shares;
| |
| |
(b)
| | (Foreign Acquisitions and Takeovers Act) the Treasurer of
the Commonwealth of Australia consents under the Foreign
Acquisitions and Takeovers Act 1975 ("Act") to the proposed
acquisition by Cliffs of Portman and the Treasurer is taken to
have so consented:
| |
| | |
(i)
|
if Cliffs receives written advice from or on behalf of the
Treasurer to the effect that the acquisition of Portman is not
inconsistent with the Australian Government's foreign investment
policy or is not objected to under the Act; or
| |
| | |
(ii)
|
if notice of the proposed acquisition of Portman is given to the
Treasurer and the Treasurer has ceased to be empowered to make any
order under Part II of the Act in relation to the proposed
acquisition because of lapse of time;
| |
| |
(c)
| | (prescribed occurrences) that from the date of this
announcement to the end of the Offer Period (each inclusive), none
of the following events happen:
| |
| | |
(i)
|
Portman converts all or any of its shares into a larger or smaller
number of shares;
| |
| | |
(ii)
|
Portman or a subsidiary resolves to reduce its share capital in
any way;
| |
| | |
(iii)
|
Portman or a subsidiary:
| |
| | | |
(A)
|
enters into a buy-back agreement; or
| |
| | | |
(B)
|
resolves to approve the terms of a buy-back agreement under
section 257C(1) or section 257D(1) of the Corporations Act;
| |
| | |
(iv)
|
Portman or a subsidiary issues shares, or grants an option over
its shares, or agrees to make such an issue or grant such an
option;
| |
| | |
(v)
|
Portman or a subsidiary issues, or agrees to issue, convertible
notes;
| |
| | |
(vi)
|
Portman or a subsidiary disposes, or agrees to dispose, of the
whole, or a substantial part, of its business or property;
| |
| | |
(vii)
|
Portman or a subsidiary charges, or agrees to charge, the whole,
or a substantial part, of its business or property;
| |
| | |
(viii)
|
Portman or a subsidiary resolves to be wound up;
| |
| | |
(ix)
|
a liquidator or provisional liquidator of Portman or of a
subsidiary is appointed;
| |
| | |
(x)
|
a court makes an order for the winding up of Portman or of a
subsidiary;
| |
| | |
(xi)
|
an administrator of Portman or of a subsidiary is appointed under
sections 436A, 436B or 436C of the Corporations Act;
| |
| | |
(xii)
|
Portman or a subsidiary executes a deed of company arrangement; or
| |
| | |
(xiii)
|
a receiver or a receiver and manager is appointed in relation to
the whole, or a substantial part, of the property of Portman or of
a subsidiary.
|
DEFINITIONS In this announcement, unless the context requires otherwise: ASX means ASX Limited or the market it operates as the context
requires
Cleveland-Cliffs means Cleveland-Cliffs Inc
Cliffs means Cliffs Asia-Pacific Pty Limited (ABN 33 112 437 180)
Corporations Act means the Corporations Act 2001 (Cwlth)
Offer means, as the context requires, the offer for Portman
Shares, or the off-market takeover bid constituted by that offer and
each offer by Cliffs for Portman Shares in the form of that offer,
including in each case as varied in accordance with the Corporations Act
Offer Period means the period during which the Offer will remain
open for acceptance
Portman means Portman Limited (ABN 22 007871 892)
Portman Shares means fully paid ordinary shares in Portman
This news release contains predictive statements that are intended to
be made as "forward-looking"
within the safe harbor protections of the Private Securities Litigation
Reform Act of 1995. Although Cleveland-Cliffs believes that its
forward-looking statements are based on reasonable assumptions, such
statements are subject to risk and uncertainties. Actual results may differ materially from such statements for a
variety of reasons, including: failure to meet the conditions of the
Offer; failure to receive requisite consents under the Australian
Foreign Acquisitions and Takeovers Act; and events that could negatively
impact Cleveland-Cliffs' ability to finance
the Offer. Reference is also made to the detailed explanation of the
many factors and risks that may cause such predictive statements to turn
out differently, set forth in Cleveland-Cliffs'
Annual Report and Reports on Form 10-K and previous news releases filed
with the Securities and Exchange Commission, which are publicly
available on Cleveland-Cliffs' website. The
information contained in this document speaks as of the date of this
news release and may be superseded by subsequent events.
News releases and other information on Cleveland-Cliffs are available on
the Internet at: http://www.cleveland-cliffs.com
or www.cleveland-cliffs.com/Investors/Pages/default.aspx?b=1041&1=1
Media - Australia
Kate Kerrison + Company
Kate Kerrison, +61
0413 946 704
kate@katekerrison.com.au
or
Financial
Community – Australia
Wilson HTM
Corporate Finance Limited
Wayne Seabrook, +61 0412 199 054
wayne.seabrook@wilsonhtm.com.au
or
Financial
Community and Media – United States
Cleveland-Cliffs
Inc
Steve Baisden, 216-694-5280
Director, Investor Relations
and Corporate Communications
srbaisden@cleveland-cliffs.com |
.gif)
.gif)
