Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 10, 2020, AK Steel Holding Corporation (the "Company" or "AK Steel")
held a special meeting of stockholders (the "Special Meeting") to consider and
vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated as of
December 2, 2019 (as it may be amended from time to time, the "Merger
Agreement"), among Cleveland-Cliffs Inc. ("Cliffs"), the Company and Pepper
Merger Sub Inc. (the "AK Steel Merger Proposal"); (ii) a non-binding, advisory
proposal to approve the compensation that may be paid or become payable to AK
Steel's named executive officers that is based on or otherwise relates to the
merger contemplated by the Merger Agreement (the "AK Steel Compensation
Proposal"); and (iii) a proposal to adjourn the Special Meeting, if necessary or
appropriate, to solicit additional proxies in the event there are not sufficient
votes at the time of the Special Meeting to approve the AK Steel Merger Proposal
(the "AK Steel Adjournment Proposal").
The final report of the votes for the AK Steel Merger Proposal was as follows:
Votes For Votes Against Abstentions Broker Non-Votes
205,354,033 4,625,457 1,067,817 0
The final report of the votes for the AK Steel Compensation Proposal was as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
179,894,365 22,302,987 8,849,955 0
The final report of the votes for the AK Steel Adjournment Proposal was as
follows:
Votes For Votes Against Abstentions Broker Non-Votes
188,804,634 20,083,430 2,159,243 0
Adjournment of the Special Meeting was not necessary or appropriate because
there were sufficient votes at the time of the Special Meeting to approve the AK
Steel Merger Proposal.
Item 8.01. Other Events.
On March 10, 2020, the Company and Cliffs issued a joint press release
announcing the voting results of the Special Meeting and the special meeting of
Cliffs shareholders. The press release also announced that the Company and
Cliffs expect to close the transactions contemplated by the Merger Agreement on
March 13, 2020, though there can be no assurance that the closing will occur at
that time or at all. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No. Description
99.1 Joint Press Release, dated March 10, 2020
104 Cover Page Interactive Data File (embedded as Inline XBRL document)
Cautionary Notes on Forward Looking Statements
This communication contains "forward-looking statements" within the meaning of
the federal securities laws, including Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. In this context, forward-looking statements often address
expected future business and financial performance and financial condition, and
often contain words such as "expect," "anticipate," "intend," "plan," "believe,"
"estimate," "would," "target" and similar expressions, as well as variations or
negatives of these words. Forward-looking statements by their nature address
matters that are, to different degrees, uncertain, such as statements about the
consummation of the proposed transaction and the anticipated benefits thereof.
These and other forward-looking statements reflect AK Steel's and Cliffs'
current beliefs and judgments and are not guarantees of future results or
outcomes. Forward-looking statements are based on assumptions and estimates that
are inherently affected by economic, competitive, regulatory, and operational
risks and uncertainties and contingencies that may be beyond AK Steel's or
Cliffs' control.
They are also subject to inherent risks and uncertainties that could cause
actual results or performance to differ materially from those expressed in any
forward-looking statements. Important risk factors that may cause such a
difference include (i) the completion of the proposed transaction on the
anticipated terms and timing, or at all, (ii) potential unforeseen liabilities,
future capital expenditures, revenues, expenses, earnings, economic performance,
indebtedness, financial condition, losses and future prospects, (iii) the
ability of Cliffs to integrate its and AK Steel's businesses successfully and to
achieve anticipated synergies, (iv) business and management strategies for the
management, expansion and growth of the combined company's operations following
the consummation of the proposed transaction, (v) pending litigation relating to
the proposed transaction and potential future litigation that could be
instituted against AK Steel, Cliffs or their respective directors, (vi) the risk
that disruptions from the proposed transaction will harm AK Steel's or Cliffs'
business, including current plans and operations, (vii) the ability of AK Steel
or Cliffs to retain and hire key personnel, (viii) potential adverse reactions
or changes to business relationships resulting from the announcement or
completion of the proposed transaction, (ix) uncertainty as to the long-term
value of Cliffs' common shares, (x) continued availability of capital and
financing and rating agency actions, (xi) legislative, regulatory and economic
developments and (xii) unpredictability and severity of catastrophic events,
including acts of terrorism or outbreak of war or hostilities or public health
crises, as well as management's response to any of the aforementioned factors.
These risks, as well as other risks associated with the proposed transaction,
are more fully discussed in the joint proxy statement/prospectus that is
included in the Registration Statement (as defined below) filed with the SEC by
Cliffs in connection with the proposed transaction. While the list of factors
presented here is, and the list of factors presented in the Registration
Statement are, considered representative, no such list should be considered to
be a complete statement of all potential risks and uncertainties. Other factors
that may present significant additional obstacles to the realization of forward
looking statements or which could have a material adverse effect on AK Steel's
or Cliffs' respective consolidated financial condition, results of operations,
credit rating or liquidity are contained in AK Steel's and Cliffs' respective
periodic reports filed with the SEC, including AK Steel's annual report on Form
10-K and Cliffs' annual report on Form 10-K. Neither AK Steel nor Cliffs assumes
any obligation to publicly provide revisions or updates to any forward looking
statements, whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise required by
applicable law.
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Important Information About the Transaction and Where to Find It
In connection with the proposed transaction, on January 8, 2020, Cliffs filed
with the SEC a registration statement on Form S-4 (File No. 333-235855) (as
amended and as it may be supplemented from time to time, the "Registration
Statement") that includes a joint proxy statement of Cliffs and AK Steel and
also constitutes a prospectus of Cliffs. The Registration Statement was declared
effective by the SEC on February 4, 2020. On February 4, 2020, AK Steel also
filed with the SEC its definitive joint proxy statement/prospectus in connection
with the proposed transaction. AK Steel and Cliffs began mailing the definitive
joint proxy statement/prospectus to their respective stockholders and
shareholders on or around February 5, 2020. Cliffs and AK Steel may also file
other documents with the SEC regarding the proposed transaction. This
communication is not a substitute for the Registration Statement or any other
such document that Cliffs or AK Steel may file with the SEC. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED
OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and securityholders may obtain copies of the Registration Statement,
the definitive joint proxy statement/prospectus and the other documents filed
with the SEC free of charge at the SEC's website, www.sec.gov. Documents filed
with the SEC by AK Steel, including the definitive joint proxy
statement/prospectus, are also available from AK Steel free of charge on its
website, www.aksteel.com, or by contacting AK Steel's Investor Relations at
(513) 425-5215. Documents filed with the SEC by Cliffs are also available from
Cliffs free of charge at its website, www.clevelandcliffs.com, or by contacting
Cliffs' Investor Relations at (216) 694-6544.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell,
or the solicitation of an offer to sell or the solicitation of an offer to buy,
any securities or the solicitation of any vote or approval with respect to any
security. No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended.
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