Cliffs Offers Casablanca Three Seats on Smaller Board – by Tess Stynes (Wall Street Journal – July 2, 2014)

Coal and Iron Ore Producer Cliffs Natural Resources Trying to Avoid Proxy Fight

Cliffs Natural Resources Inc. CLF +4.84% is proposing again a settlement that would give hedge fund Casablanca Capital LP three seats on a smaller nine-member board, the coal and iron ore producer’s latest attempt to avoid a proxy fight.

Later Wednesday, Casablanca, which has a 5.2% stake in Cliffs, contended that the mining company’s latest proposal in its view wasn’t a “a genuine attempt to reach a settlement.”

“We have no intention of negotiating through press releases but remain willing, as we have detailed in our public filings, to enter into a reasonable settlement that provides for real change,” Casablanca also said.

The activist hedge fund of Donald Drapkin has been urging Cleveland-based Cliffs to split its U.S. and international operations. Earlier this year, Casablanca rejected a previous settlement offer from the mining company and instead nominated six directors to the company’s 11-person board.

In a statement Wednesday, Cliffs said two of its current directors won’t stand for re-election at the company’s annual meeting. The company also said three additional board members wouldn’t seek re-election if Casablanca accepts its proposed offer. In that case, at least six directors on the nine-member panel will have come on board in the previous 18 months, the company said.

Cliffs plans to elect a new board chairman following its annual meeting whether or not the proposed settlement is accepted.

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