Cleveland-Cliffs Will Not Extend Offer for Portman
04/11/2005 - Cleveland-Cliffs Inc announced that its Cleveland-Cliffs Australia Pty Limited subsidiary will not extend its offer for all of the shares in Portman Limited beyond April 19, 2005. The offer will close on Tuesday, April 19, 2005, at 7:00 p.m. (Perth time) and cannot be extended further.
Cleveland-Cliffs Inc announced that its Cleveland-Cliffs Australia Pty Limited subsidiary will not extend its offer for all of the shares in Portman Limited beyond April 19, 2005. The offer will close on Tuesday, April 19, 2005, at 7:00 p.m. (Perth time) and cannot be extended further.
Commenting on the offer, Cleveland-Cliffs Chairman and CEO John Brinzo said, "We are pleased with the overwhelming number of shareholders who have accepted our offer and we have used our best efforts to assure that those remaining shareholders who wish to accept our offer have the opportunity to do so.
"Shareholders who wish to accept the offer and have not yet done so, should make sure their acceptance is received by 7:00 p.m. (Perth time) on April 19, 2005. Shareholders with questions as to how to accept the offer
should call the shareholder information line at +61 2 9207 3622."
Cleveland-Cliffs urges Portman shareholders to consider that Cliffs’ offer is unconditional, and that shareholders will be paid $3.85 per share within 5 business days of accepting the offer.
Cliffs also cautions that shareholders choosing not to accept the offer should be aware that — in the event that the Cleveland-Cliffs offer closes without Cleveland-Cliffs reaching the 90% acceptance level required to proceed with compulsory acquisition — liquidity in Portman shares will be substantially diminished. In addition, Cliffs says the Portman share price may fall substantially below the $3.85 per share offer price. Cleveland-Cliffs would also be likely to propose that Portman review its dividend policy with regard to capital-funding requirements identified through a proposed strategic review, and it is possible that no dividends would be payable under these circumstances.
If shareholders do not accept the offer, and Cleveland-Cliffs reaches the 90% acceptance level and so becomes entitled to proceed to compulsory acquisition, Cleveland-Cliffs intends to compulsorily acquire all Portman shares at $3.85 per share. Under these circumstances, payment is unlikely for at least 30 days.
The Portman Board now unanimously recommends that shareholders accept the Cleveland-Cliffs offer. All directors have accepted with regard to their own shares. Cleveland-Cliffs is currently entitled to 80% of the shares in Portman.
Headquartered in Cleveland, Ohio, Cleveland-Cliffs Inc is the largest producer of iron ore pellets in North America, selling the majority of its pellets to integrated steel companies in the United States and Canada. The company operates six iron ore mines located in Michigan, Minnesota and Eastern Canada.