It has been discussed all ready and had to be re-said as not all are getting it. So please know the issue surrounding the "superior Proposal" as mentioned in the NR yesterday.

repost:

Seems to me that the third last paragraph says it all. IF SPIDER BOD says the new offerf is a superior proposal,then it says alot at this time,IMO"

Spider BoD did not say that Cliffs proposal is a superior proposal. The Board said that, upon legal advice, Cliffs proposal is considered to be a 'Superior Proposal' as defined in the May 24th Agreement Letter (sec. 9b). The receipt by Spider of what is considered to be a 'Superior Proposal' triggers the 5 days period during which KWG can submit an amendment to Spider, that would allow Spider's Board to say (or pretend) that the Cliffs' proposal is not anymore a 'Superior Proposal' (sec. 9d).

Sorry to repeat, but I think that more light is never too much when there are wolves in the house!

GLTA.

BaBe.

Section 9 (excerpts). I skimmed it, so it's easier to read:

b) >...the board of directors of ... [Spider] may, prior to the approval of the Merger by the [Spider] Shareholders, consider, ... a bona fide Alternative Proposal which was not solicited ... and that the board of directors of [Spider] determines in good faith, after consultation with its outside legal counsel, would ... result in a transaction more favourable to the [Spider] Shareholders ... from a financial point of view, than the terms of the Merger (any such Alternative Proposal a “Superior Proposal”), provided that ....the board of directors of ... [Spider] ... has received advice of outside legal counsel to the effect that the board of directors is required to do so in order to properly discharge its fiduciary duties... .

...

(d) >... [Spider] agrees that it will not enter into any agreement regarding a [Superior Proposal] ... without providing [KWG] with an opportunity of not less than five (5) Business Days ...to amend this Letter Agreement to provide at least as favourable terms than those to be included in the [Superior Proposal] ... The board of directors of [Spider] will review any offer by [KWG] to amend the terms of this Letter Agreement in good faith in order to determine, acting reasonably and exercising its fiduciary duties, whether the [KWG's] offer, upon acceptance by [Spider], would result in the [Cliffs' Agreement] not being a Superior Proposal. If the board of directors of [Spider] so determines, it will enter into an amended Letter Agreement (or Definitive Agreement) with [KWG] reflecting the [KWG's] amended proposal.

In the event that [KWG] agrees to amend this Letter Agreement as provided above within such five (5) Business Day period, [Spider] covenants to not enter into the [Cliffs' Agreement] ...