Cliffs Natural Resources Inc. (NYSE: CLF) and Alpha Natural Resources,
Inc. (NYSE: ANR) today announced that the boards of directors of both
companies have approved settlement of litigation brought by Alpha in
Delaware Chancery Court and termination of the previously announced
definitive merger agreement, under which Cliffs would have acquired all
outstanding shares of Alpha.
The companies said each board's decision was made after considering
various issues, including the current macroeconomic environment,
uncertainty in the steel industry, shareholder dynamics and risks and
costs of potential litigation. Considering these issues, each board
determined that settlement of the litigation and termination of the
merger agreement were in the best interests of its equity holders.
Alpha and Cliffs added that, going forward, the companies plan to work
together to find ways to realize synergies in their respective coal
operations.
Under the terms of the settlement agreement, the merger agreement will
be terminated, Cliffs will pay Alpha $70 million, Alpha will dismiss the
Delaware litigation with prejudice and the parties will release each
other from all obligations with respect to the proposed transaction as
well as from any claims arising out of or relating to the merger
agreement.
To be added to Cliffs Natural Resources' e-mail distribution list,
please click on the link below:
http://www.cpg-llc.com/clearsite/clf/emailoptin.html ABOUT CLIFFS NATURAL RESOURCES INC.
Cliffs Natural Resources Inc., headquartered in Cleveland, 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. The Company operates six iron ore mines in
Michigan, Minnesota and Eastern Canada, and three coking coal mines in
West Virginia and Alabama. Cliffs also is majority owner of Portman
Limited, a large iron ore mining company in Australia, serving the Asian
iron ore markets with direct-shipping fines and lump ore. In addition,
the Company 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.
News releases and other information on the Company are available on the
Internet at:
http://www.cliffsnaturalresources.com
or
www.cliffsnaturalresources.com/Investors/Pages/default.aspx?b=1041&1=1 ABOUT ALPHA NATURAL RESOURCES
Alpha Natural Resources is a leading supplier of high-quality
Appalachian coal to electric utilities, steel producers and heavy
industry. Approximately 89 percent of the company's reserve base is high
Btu coal and 82 percent is low sulfur, qualities that are in high demand
among electric utilities which use steam coal. Alpha is also the
nation's largest supplier and exporter of metallurgical coal, a key
ingredient in steel manufacturing. Alpha and its subsidiaries currently
operate mining complexes in four states, consisting of 57 mines
supplying 11 coal preparation and blending plants. The company and its
subsidiaries employ more than 3,600 people.
News releases and other information on the Company are available on the
Internet at:
http://www.alphanr.com "Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995
Certain matters discussed in this document that are not historical or
current facts and deal with potential future circumstances and
developments, in particular, the statement about expectations that Cliff
and Alpha will explore opportunities to work together for their mutual
benefit. The discussion of such matters is qualified by the inherent
risks and uncertainties surrounding future expectations generally, and
also may materially differ from actual future experience involving any
one or more of such matters. Risks and uncertainties relating to Cliffs
and/or Alpha include: changes in demand for iron ore pellets by North
American integrated steel producers; changes in Asian iron ore demand
due to changes in steel utilization rates, operational factors, electric
furnace production and imports into the United States and Canada of
semi-finished steel or pig iron; the impact of consolidation and
rationalization in the steel industry; timing of changes in customer
coal inventories; changes in, renewal of and acquiring new long-term
coal supply arrangements; inherent risks of coal mining beyond either
company's control; environmental laws, including those directly
affecting coal mining production and those affecting customers' coal
usage; competition in coal markets; railroad, barge, truck and other
transportation performance and costs; the geological characteristics of
Central and Northern Appalachian coal reserves; availability of mining
and processing equipment and parts; assumptions concerning economically
recoverable coal reserve estimates; difficulties in maintaining
relationships with customers, employees or suppliers; and the risks that
are described from time to time in Cliffs' and Alpha's respective
reports filed with the SEC, including each of Cliffs' and Alpha's annual
report on Form 10-K for the year ended Dec. 31, 2007, and quarterly
report on Form 10-Q for the quarter ended Sept. 30, 2008, as such
reports may have been amended. This document speaks only as of its date,
and Cliffs and Alpha each disclaims any duty to update the information
herein.
ANRG
Cliffs Natural Resources Inc. Steve Baisden, 216-694-5280 Director,
Investor Relations and Corporate Communications steve.baisden@cliffsnr.com or Alpha
Natural Resources Ted Pile, 276-623-2920 Vice
President-Communications & Corporate Affairs tpile@alphanr.com |