I am well aware of what sec 9 says as well as what the NR says. I have read them over and over and do not need you to point this out . I have read the NR as it is written and it is clear as a bell what is written. You can put your own words in for what is in the NR,as you have just done in the 3rd. paragraph of your post. Bottom line, Cliffs made another offer and Spq BOD in their NR considers it a superior proposal ,as per legal advice given to them. IMO,there is no issue here.