Cliffs Could Soon Declare Portman Takeover Offer Unconditional
02/18/2005 - Cleveland-Cliffs Inc. announced that its offer to acquire all of the shares in Portman Limited, made through its wholly owned subsidiary Cleveland-Cliffs Australia Pty Limited, will be declared free of all conditions if its relevant interest in Portman shares exceeds 51% (by number) by 5:00 p.m. (Sydney time) on Tuesday, March 1, 2005. The company also stated that it was extending the offer period under the offer to 7:00 p.m. (Perth time) on Friday, March 11, 2005 (unless further extended or withdrawn).
Cleveland-Cliffs Inc. announced that its offer to acquire all of the shares in Portman Limited, made through its wholly owned subsidiary Cleveland-Cliffs Australia Pty Limited, will be declared free of all conditions if its relevant interest in Portman shares exceeds 51% (by number) by 5:00 p.m. (Sydney time) on Tuesday, March 1, 2005. The company also stated that it was extending the offer period under the offer to 7:00 p.m. (Perth time) on Friday, March 11, 2005 (unless further extended or withdrawn).
In addition to this, on February 14, 2005, Cleveland-Cliffs received advice from the Treasurer that there are no objections to the transaction in terms of the Government's foreign investment policy.
"We believe our offer remains very attractive for Portman shareholders and note the announcement made last week by the Portman board where they reaffirmed their unanimous recommendation of the Cleveland-Cliffs offer in the absence of a superior offer," Cleveland-Cliffs Chairman and CEO John Brinzo said. "We also note Mr. Jones' statement that the Portman board is not aware of any other potential counter offer.
"Our offer represents Cleveland-Cliffs' optimistic view of the value of Portman shares based on Cleveland-Cliffs' expectations of iron ore prices over the anticipated Portman mine lives," Brinzo concluded.
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. Today, Cleveland-Cliffs' six North American pellet plants account for 45% of North American capacity and production for its own account amounts to 28% of North American capacity.
Cleveland-Cliffs has cash totaling approximately US$400 million (approximately A$500 million) and no debt. In addition, the company has a commitment for a US$100 million revolving credit facility (all of which is undrawn) to supplement the all-cash acquisition.
Portman Limited, an independent iron ore mining and exploration company, is Australia's third largest producer of iron ore. The company services the Asian iron ore markets with direct-shipping fines and lump ore from its 100%-owned Koolyanobbing Iron Ore Project, and its 50% joint-venture interest in the Cockatoo Island Iron Ore Project, both located in Western Australia. Portman's current annualized production is approximately six million tons per year and it currently has an A$55 million project underway that is expected to increase production to eight million tons per year by 2006. The expanded level of production is fully committed to steel companies in China and Japan for the next several years.
Portman's reserves currently total 94.6 million tonnes, with the Koolyanobbing Project slated to produce for the next 13 years. Additionally, Portman has an active exploration program underway to increase reserves. Portman's revenues for the year ended December 31, 2004, are estimated to be approximately A$200 million, or approximately US$156 million.