I had a quick reading of the Spider's Directors Circular. I think Spider has been taken by surprise with the Cliffs's 16.5 cents offer. I suspect that their Circular was about to be printed when they received it, and so they inserted some paragraphs in the rush concerning the 16.5 cents proposal... They will have a harder time now to shoot back with a better project than the initially intended 50/50 merger. Could they afford to upgrade the merger with the added 0,035 $ ? Anyways. Here is some excerpts that I consider interesting 'meat' to chew on from the document (underligns and comments are mine):

Given that the Spider Board is aggressively pursuing alternatives to maximize shareholder value, the Spider Board recommends that you do not take any action until closer to the expiry date of the Cliffs $0.13 Offer to ensure that you are able to consider all of the options available to you.

(I feel they are sincere in their crusade... They don't want their baby go away for nothing)

...

It has been the intention of the Spider Board to have a superior proposal to present to Spider Shareholders prior to the expiry of the Cliffs $0.13 Offer. A superior proposal would be intended to provide Spider Shareholders, who may be considering the Cliffs $0.13 Offer, with a meaningful alternative which would result in a valuation of Spider Shares that is superior to the price offered by the Cliffs Sub. A superior transaction may involve a merger of Spider with another company, with Spider Shareholders receiving shares in the newly merged entity. A superior transaction could also involve Spider acquiring another company or a property for cash or Spider Shares or another company acquiring Spider for either cash or its shares. Spider could also consider using its cash to invest in another company or may raise additional funds through the issuance of Spider Shares by way of a private placement.

(Do they think of a 3rd junior that can join the KWG/SPQ tandem???)

...

Between January 2009 and May 2009, Cliffs and Spider established a dialogue between the companies contemplating execution of a confidentiality agreement and a Cliffs subscription for Spider Shares by way of private placement, but were unable to come to agreement on both the terms of the confidentiality agreement and the terms of the private placement.

(I recall Freewest and KWG were also talking a lot with Cliffs then... BIg entry by J Dwek and Cliffs in KWG were made between Dec 08 and Spring 09, correct me if I'm wrong...)

...

The Spider Board and Special Committee, with financial advice from TD Securities, are considering the Cliffs Superior Proposal [@16.5 ¢] in accordance with the terms of the Combination Agreement. The Spider Board and Special Committee will provide its recommendation with respect to the Cliffs Superior Proposal and an offer, if any, to amend the Combination Agreement and Spider/KWG Merger as soon as practicable upon the lapse of the 5 business day period referenced above.

(We should expect some surprises from them, IMO... Frank and Neil are not happy, and have many friends... )

...

Name Number of Shares %

Joe Dwek Management74,599,03613.79 %

Consultants Inc.

(It would be very interesting to have their view. Which side of the bed are they turning...)

GLTA

BaBe.