Re: Merger etc. (Another package for the green box!)
in response to
by
posted on
Jun 24, 2010 11:53AM
First Explorer at the "Ring of Fire" and presently drilling on the "BIG DADDY" Chromite/Pge's jv'd property...yet we were robbed
Cliffs is desperately and aggressively solliciting proxies to get 33% votes to vote the merger down on July 8th.
From the Sollicitation Circular issued by Cliffs (on Sedar since yesterday):
" June 19, 2008 Dear Spider shareholder, You have an important financial decision to make. Through a subsidiary, Cliffs Natural Resources Inc. recently made a cash take-over bid for Spider. Another company, KWG Resources Inc., launched a competing acquisition in the form of a proposed share-exchange merger with Spider. Cliffs subsequently proposed to increase its offer for Spider, subject to Spider terminating the proposed merger and signing a support agreement with Cliffs. It is time to choose. As Chairman, President and Chief Executive Officer of Cliffs, I urge you to vote against the proposed share exchange merger with KWG. Cliffs does not intend to proceed with any offer unless Spider shareholders vote against the merger with KWG. If the merger is defeated you may have the opportunity to receive Cliffs’ proposed higher offer of $0.165 in cash per share for your Spider shares. At minimum, you will have the opportunity to receive Cliffs’ original offer of $0.13 in cash per Spider share. Cliffs’ original cash offer of $0.13 per Spider common share represents a very attractive premium of 62.5% over the closing price of Spider’s common shares on May 21, 2010, the last trading day prior to disclosure of Cliffs’ intention to make its offer. Cliffs proposed higher offer of $0.165 per share represents an even more attractive premium of 106% from the closing price of Spider’s common shares on May 21, 2010. If you have already tendered your shares to Cliffs, or intend to, please also complete the
YELLOW proxy and vote AGAINST the proposed share-exchange merger with KWG. Cliffs does not intend to accept common shares tendered to its cash offer unless it obtains sufficient proxies to defeat the proposed merger.
The attached proxy circular explains in more detail the conditions under which Cliffs would proceed with its higher offer for Spider of $0.165 per share. The proxy circular also explains why you should vote against the proposed merger with KWG. Among other reasons, we estimate the value of the proposed merger to be just $0.073 per Spider common share. Moreover, the proposed merger involves substantially higher risk to you as a Spider shareholder. Please read the proxy circular in its entirety before you vote.
THE PROXY TO VOTE IS YELLOW Vote
AGAINST the Proposed Merger.
To ensure your vote is counted, completed YELLOW proxies must be received by 5:00 p.m. (Toronto Time) on July 5, 2010. While our objective is to acquire Spider, so long as the proposed merger between KWG and Spider is proceeding, we do not intend to accept Spider shares tendered to our cash offer. To preserve your opportunity to receive the benefit of Cliffs’ cash offer, I ask that you complete the
YELLOW proxy and vote AGAINST the proposed merger with KWG.
IT IS IMPORTANT THAT EVEN IF YOU HAVE TENDERED TO THE CLIFF’S OFFER YOU MUST RETURN THE YELLOW PROXY AND VOTE AGAINST THE MERGER. Yours truly, Joseph A. Carrabba Chairman, President and Chief "
GLTA BaBe.