乐鱼体育证券交易委员会,华盛顿特区20549
形式公布
目前的报告
根据1934年证券交易法第13或15(d)条
报告日期(最早报告事件的日期): | 2009年12月14日 |
峭壁自然资源公司 . __________________________________________ ( 注册人的确切名称作为其宪章中指定)
俄亥俄州 | 1 - 8944 | 34 - 1464672 |
_____________________ (州或其他司法管辖区 |
_____________ (委员会 |
______________ (国税局雇主 |
合并) | 文件数量) | 识别号) |
俄亥俄州乐鱼体育,公共广场200号3300套房 | 44114 - 2315 | |
_________________________________ (主要行政办事处地址) |
___________ (邮政编码) |
注册人的电话号码,包括地区号码: | 216-694-5700 |
不适用 ______________________________________________ 前名或前地址,如果改变了自去年报告
如果8-K表格的提交是为了同时满足注册人在以下任何规定下的提交义务,请勾选以下适当的方框:
[]根据《证券法》(17 CFR 230.425)第425条进行的书面沟通
[]根据《交易法》(17 CFR 240.14a-12)第14a-12条征求材料
[]根据《交易法》第14d-2(b)条(17 CFR 240.14d-2(b)条)进行的开工前通信
[]根据《交易法》第13e-4(c)条(17 CFR 240.13e-4(c)条)进行的开工前通信
项目8.01其他事项。
Cliffs Natural Resources Inc. published a news release dated December 14, 2009 as follows:
Cliffs to Proceed with Plan of Arrangement to Acquire Freewest at CAD$1.00 Per Share
Fewer Than 5% of Freewest Shareholders Tender to Noront
CLEVELAND – Dec. 14, 2009 – Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) announced today that it will proceed with its previously disclosed plan of arrangement to acquire Montreal-based Freewest Resources Canada Inc. (TSX-V: FWR) for CAD$1.00 per share in Cliffs shares per Freewest share.
Noront announced that 11.8 million shares of Freewest, representing approximately 4.5% of the company on a fully diluted basis, were tendered under its competing bid.
Shareholders of Freewest holding an aggregate of 24.7 million shares, or approximately 10.3% of the Freewest common shares outstanding, have entered into voting agreements with Cliffs in favor of the plan of arrangement.
As previously disclosed, a special meeting of shareholders of Freewest will be held on Jan. 15, 2010, at which time they will be asked to vote on the plan of arrangement. If approved by Freewest shareholders, and subject to a number of customary conditions, the transaction is expected to close shortly after this meeting.
"Our plan of arrangement provides Freewest shareholders with a premium of 217% to Freewest’s unaffected share price on Oct. 2, 2009," said Joseph Carrabba, chairman, president and chief executive officer of Cliffs. "The lack of support that Noront received for its bid helps validate Cliffs’ assertion that its offer is superior, particularly in terms of value and liquidity."
Freewest’s board and management unanimously support the enhanced plan of arrangement. In making its recommendation, the board considered many factors, including the recommendation of a Special Committee comprised of Freewest’s independent directors and advice from CIBC World Markets Inc., Freewest’s financial advisor.
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 (NYSE: CLF) (Paris: CLF) is an international mining and natural resources company. We are the largest producer of iron ore pellets in North America, a major supplier of direct-shipping lump and fines iron ore out of Australia and a significant producer of metallurgical coal. With core values of environmental and capital stewardship, our colleagues across the globe endeavor to provide all stakeholders operating and financial transparency as embodied in the Global Reporting Initiative (GRI) framework. Our Company is organized through three geographic business units:
The North American business unit is comprised of six iron ore mines owned or managed in Michigan, Minnesota and Eastern Canada, and two coking coal mining complexes located in West Virginia and Alabama. The Asia Pacific business unit is comprised of two iron ore mining complexes in Western Australia and a 45% economic interest in a coking and thermal coal mine in Queensland, Australia. The South American business unit includes a 30% interest in the Amapá Project, an iron ore project in the state of Amapá in Brazil.
Over recent years, Cliffs has been executing a strategy designed to achieve scale in the mining industry and focused on serving the world’s largest and fastest growing steel markets.
News releases and other information on the Company are available on the Internet at:
http://www.cliffsnaturalresources.com
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995
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 we believe that our 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 the inability to close the proposed transaction as a result of competing acquisition proposals, the inability to obtain necessary court approvals for the acquisition and the failure to receive the necessary affirmative vote of Freewest shareholders. Other factors that could impact actual results include the following: demand for ferrochrome by global integrated steel producers; the impact of consolidation and rationalization in the steel industry; availability of capital equipment and component parts; availability of rail and float capacity; availability and cost of capital; ability to maintain adequate liquidity and to access capital markets; events or circumstances that could impair or adversely impact the viability and carrying value of the Freewest assets; inability to achieve expected production levels; reductions in current resource estimates; impacts of increasing governmental regulation, including failure to receive or maintain required environmental permits; problems with productivity, third-party contractors, labor disputes, disputes with indigenous tribes in the area, weather conditions, fluctuations in ore grade and changes in other cost factors, including energy costs and transportation.
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 our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and previous news releases filed with the Securities and Exchange Commission, which are publicly available on Cliffs Natural Resources' 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 the Company are available on the Internet at:
http://www.cliffsnaturalresources.com or
www.cliffsnaturalresources.com/Investors/Pages/default.aspx?b=1041&1=1
INVESTOR AND FINANCIAL MEDIA CONTACTS:
Steve Baisden
Director, Investor Relations and Corporate Communications
(216) 694-5280
steve.baisden@cliffsnr.com
Christine Dresch
Manager – Corporate Communications
(216) 694-4052
christine.dresch@cliffsnr.com
签名
根据1934年《证券交易法》的要求,注册人已正式授权以下签字人代表其签署本报告。
乐鱼体育官网斯自然资源公司 | ||||
2009年12月14日 | 由: | 小乔治·w·霍克 |
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姓名:小乔治·w·霍克 | ||||
职务:总法律顾问兼秘书 |