I am sure this topic has been discussed here somewhere, and I probably missed it, but the new Cliffs offer clearly states that it is share exchange offer, unless 12.5% FWR shares are tendered to NOT, in which case it would then become a cash offer for $1/share. Or did I misread something?

So, obviously the instos are not getting $1 cash per share unless NOT has 12.5% of FWR shares. Would not be in their interest to ensure that NOT does, so that they get cash instead of Cliffs shares, as the cash is more attractive to them? Why would they bother shifting their support to the Cliffs offer if they were not certain they were getting the cash, as the new Cliffs offer is only 10 cents more on share exchange basis, unless NOT gets 12.5% of FWR.

I get the impression that everyone seems to think that NOT will not even get 12.5%. If that is the case, I fail to see why the instos would be jumping ship and siding with Cliffs. I am not saying that have not, as all evidence points in that direction, but why bother for as tiny fraction more of Cliffs share, which would be converted to cash offer, only if, NOT receives 12.5% or more of FWR?

If NOT has 12.5 percent of FWR, that will become something more that $25 million whether its cash or Cliffs stock.

If NOT does not get at least 12.5%, then everybody gets Cliffs shares, not cash.

What is NOT going to do with either $25 million or more, or some amount of Cliffs shares worth less than that (right now)? What are the advantages of keeping the Cliffs shares? It seems to me that NOT stands to gain financially from this attempted takeover, unless they get an insignificant amount of FWR shares, which is quite possible. However, I fail to see why the instos thinking they are all getting $1/share cash for their FWR shares unless they are assured NOT has at least 12.5%.

If this NOT gets a 12.5% of FWR, it effectively a ‘free’ financing for NOT (no fees). Not bad, and worth the takeover effort. If NOT ends up with Cliffs shares because it receives less that 12.5%, why should it keep them. Future capital gains? Income? Whatever the case, its still free money, is it not?

I am beginning to think this takeover attempt was designed to test Cliffs intentions and/or force it to play its card, and at the very least get some of that major's cash, and maybe acquire FWR if NOTs offer exposed that Cliffs was not really serious about the RoF chrome. I wonder if NOT really even expected that it would end-up owning FWR... NOT admitted publicly that it could never outbid Cliffs, and it made a final offer knowing that Cliffs would likely respond with something better. To be honest, the whole ‘Wes tried to meet Mac’ thing that started this ‘hostile’ takeover attempt seemed a bit weird to me... Thinking conspiratorially, just for a moment, one might consider it to be Scene 1 of an RoF soap... Contrived.

Whatever the case, even if NOT receives an insignificant amount of FWR shares, their takeover attempt has resulted in forcing a major into the RoF with infrastructure development plans, not to mention a lot of publicity free publicity for NOT and the RoF. NOTs offer for FWR has resulted in establishing, due to serious interest and purchase of FWR by Cliffs, that it is far more certain that the ROF will develop mining operations, than it was before the offer, and that alone is worth a lot to NOT. The infrastructure intentions/plans alone of Cliffs should have a positive impact on NOT’s valuation.

So we do not own FWR... So what? It was only worth roughly 70 cents, expressed in terms of NOT shares based on the Cliffs $1 offer, and we have traded up or down that much in day more than once. It would have been a nice accessory, but we are still where the real action is – nickel and PGEs.

NOT has effectively demonstrated to the larger investment community that the RoF has value by forcing a major to play its card. We have established that chrome is for real, and that it has value, and that mining in the RoF can be economic. I fail to see how we lose...


B.