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. ______________________1 Pro forma LTM numbers exclude intercompany sales, which are calculated based on 25% of revenue, per Cleveland-Cliffs and AK Steel’s 2018 10-Ks.2 Pro forma numbers include $120 million in anticipated synergies and utilizes each companies’ respective methodologies of calculating Adj. Cleveland-Cliffs (NYSE: CLF) agrees to acquire AK Steel (NYSE: AKS) in an all-stock deal valued at ~$1.1B. Under terms of the deal announced on Tuesday, AK Steel shareholders will receive 0.4 a Cleveland-Cliffs share for each AK Steel share at $3.36 a share, which represents a … Precision Partners is … Patricia Persico March 13, 2020 08:35 AM Eastern Daylight Time. Stockholders of AK Steel will get 0.4 shares of Cleveland-Cliff for each of their shares, worth about $3.36 at Monday’s closing price. 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. AK Steel will become a subsidiary of Cliffs, maintaining its brand. The acquisition, valued at more than $1 billion, was first announced in December. Additional information regarding the interests of these participants and other persons who may be deemed participants in the proposed transaction may be obtained by reading the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when such materials become available. The combined company will be ideally positioned to provide high-value iron ore and steel solutions to customers primarily across North America. (216) 650-0168, AK Steel AK Steel is a highly leveraged company, with its debt-to-equity ratio of roughly 4.3x being significantly higher than its close peers US Steel (0.6x) and Nucor Steel (0.4x), as of September 30, 2019. Other factors that may present significant additional obstacles to the realization of forward looking statements or which could have a material adverse effect on AKS’ or CLF’s respective consolidated financial condition, results of operations, credit rating or liquidity are contained in AKS’s and CLF’s respective periodic reports filed with the SEC, including the AKS 10-K and CLF 10-K. AK Steel acquired the Dearborn integrated steelmaking operations located in Dearborn, Michigan in September 2014. 07:37. With an emphasis on non-commoditized products, Cliffs is uniquely positioned to supply both customized iron ore pellets and sophisticated steel solutions to a quality-focused customer base, with an industry-leading market share in the automotive industry. Cleveland-Cliffs Completes Acquisition of AK Steel. 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, including obtaining shareholder and regulatory approvals and anticipated tax treatment, (ii) potential unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, economic performance, indebtedness, financial condition, losses and future prospects, (iii) the ability of CLF to integrate its and AKS’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) potential litigation relating to the proposed transaction that could be instituted against AKS, CLF or their respective directors, (vi) the risk that disruptions from the proposed transaction will harm AKS’ or CLF’s business, including current plans and operations, (vii) the ability of AKS or CLF 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 CLF’s common stock, (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, as well as management’s response to any of the aforementioned factors. Cleveland-Cliffs Inc. of Cleveland and AK Steel Holding Corp. of West Chester, Ohio, have announced that they have entered into a definitive merger agreement pursuant to which Cleveland-Cliffs will acquire all of the issued and outstanding shares of AK Steel's common stock. The combined company will be led by Chairman, President and Chief Executive Of ficer Lourenco Goncalves. Summary. Information regarding AKS’ directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is set forth in AKS’ Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 15, 2019 (the “AKS 10-K”), and its proxy statement filed with the SEC on April 10, 2019. The name of AK Steel will be changing soon. On March 13, 2020 Cleveland-Cliffs Inc. announced that it had successfully completed the acquisition of AK Steel Holding Corporation, integrating North America’s largest producer of iron ore pellets downstream into the production of value-added steel and specialty manufactured parts for the automotive industry. Cleveland-Cliffs CEO Lourenco Goncalves joins CNBC's "Closing Bell" for an exclusive interview on Cleveland-Cliffs' acquisition of AK Steel. The integrated mining and steel producer is building on its recent acquisition of AK Steel. WEST CHESTER, OH--(Marketwired - Aug 7, 2017) - AK Steel (NYSE: AKS) announced today that it has completed its acquisition of Precision Partners Holding Company. plants. For more information, visit http://www.clevelandcliffs.com. Cleveland-Cliffs and AK Steel will conduct a live conference call and webcast on December 3, 2019 at 8:30 a.m. Eastern Time. Excludes HBI-related 9/30/2019 LTM capex of $415m, per Cliffs’ filings. The company will refer to its Dearborn, Michigan facility as “Dearborn Works.”. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE 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. Corporate Manager, Communications and Public Relations With the acquisition now completed, AK Steel's annual shipments are expected to exceed 7.5 million tons. AK Steel (ticker: AKS) shareholders will receive 0.4 shares of Cleveland-Cliffs (CLF) for each AK share held. The transaction implies an aggregate consideration to AK Steel shareholders of approximately $1.1 billion on a fully diluted basis, a total enterprise value of approximately $3.0 billion for AK Steel and an acquisition multiple of 5.6x LTM Adjusted EBITDA. Information regarding CLF’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is set forth in CLF’s Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on February 8, 2019 (the “CLF 10-K”), and its proxy statement filed with the SEC on March 12, 2019. IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT. From now on, we are a single, united and very strong team.”, Founded in 1847, Cleveland-Cliffs is among the largest vertically integrated producers of differentiated iron ore and steel in North America. https://www.businesswire.com/news/home/20200313005219/en/, MEDIA CONTACT: After the acquisition… Cleveland-Cliffs' Acquisition Of AK Steel - Some Important Considerations Dec. 24, 2019 3:59 AM ET Cleveland-Cliffs Inc. (CLF) AKS 95 Comments 32 Likes Vladimir Dimitrov, CFA Since March 13 when the AK Steel acquisition was signed, sealed and delivered, Cliffs has made a series of decisions resulting in the temporary idling or permanent shutdown of members of its expanded family of iron ore mining, metallic and steelmaking assets. These and other forward-looking statements reflect AKS’s and CLF’s current beliefs and judgments and are not guarantees of future results or outcomes. Precision Partners is a leading North American provider of … Director, Corporate Communications The Dearborn plant is located nearby many of AK Steel’s customers and the plant’s assets as well as other facilities complement its existing carbon steel operations. By Eric Schwartzberg. As we noted earlier this week, the Cleveland-Cliffs acquisition of ArcelorMittal USA came at a price tag of $1.4 billion.. AK Steel announced today that it has completed its acquisition of Precision Partners Holding Company. AK Steel announcement surprised many in Butler County. The new Cliffs will begin from a unique position of strength in our industry, with a dynamic combination of assets including two efficient integrated blast furnace steel mills, two electric arc furnace plants, a new state-of-the-art HBI plant and several other highly technologically developed facilities. For more information, visit http://www.clevelandcliffs.com, View source version on businesswire.com: OH 44114-2544 - Phone: 216-694-5700, Cleveland-Cliffs Completes Acquisition of AK Steel, Virtual Meeting for 2021 Annual Meeting of Shareholders, Producing Environmentally-Friendly Iron Ore Pellets, https://www.businesswire.com/news/home/20200313005219/en/. 03:00. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. AK Steel produced flat-rolled carbon, stainless and electrical steel products, primarily for the automotive, infrastructure and manufacturing sectors, including electrical power, and distributors and converters markets. Mar 13, 2020. Full interview with Cleveland-Cliffs CEO Lourenco Goncalves. AK Steel said that it intends to utilize all of … plants ‘Car czar’ Ray Tanguay: Canada … 200 Public Square, Suite 3300, Cleveland. Cleveland-Cliffs, Chairman and CEO Lourenco Goncalves, explained how the acquisition would enable the company to realize a diverse client base. In December 2019, Cleveland-Cliffs (NYSE: CLF) announced that it has entered into a $1.1 billion all-stock deal to buy AK Steel. AK Steel Completes Acquisition of Severstal Dearborn. The deal announced in December for Cleveland-Cliffs Inc.’s purchase of AK Steel Holding Corp. closed March 13, according to a press release from Cleveland-Cliffs. Cleveland-Cliffs, which claims to be North America's largest producer of iron ore pellets, in March closed its $1.1 billion acquisition of AK Steel to integrate vertically iron ore and steel products. Mar 13, 2020. After the The company, whose name was derived from the initials of Armco, its predecessor company, and Kawasaki Steel Corporation, was acquired by Cleveland-Cliffs in 2020. Cliffs has obtained an approximately $2 billion financing commitment from Credit Suisse in connection with a new Asset Backed Loan and the refinancing of AK Steel’s 2023 senior secured notes. “I am honored to be leading a Company that is built on such a rich history, and now combines mining, pelletizing, direct-reduction, EAF steelmaking, BF/BOF steelmaking, highly technologically developed finishing mills and automated manufacturing of auto-parts.” Mr. Goncalves concluded: “I am also very pleased to welcome the AK Steel employees and the unions representing the workforce throughout the country to the Cleveland-Cliffs family. Yesterday, Cleveland-Cliffs (CLF) announced that it would acquire AK Steel (AKS) at a premium of 16% over both stocks’ December 2 closing prices. Cleveland-Cliffs CEO Lourenco Goncalves joins CNBC's "Closing Bell" for an exclusive interview on Cleveland-Cliffs' acquisition of AK Steel. 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. Cliffs will continue to be listed on the NYSE with its headquarters in Cleveland, while maintaining a significant presence at AK Steel’s current offices in West Chester, Ohio along with its Research and Innovation Center in Middletown, Ohio. AK Steel is a leading producer of flat-rolled carbon, stainless and electrical steel products, primarily for the automotive, infrastructure and manufacturing, including electrical power, and distributors and converters markets. AK Steel compensation for executive officers, if they lose their jobs within two years following the company’s expected March 13 acquisition by Cleveland Cliffs: • … Our shareholders will benefit from exposure to a larger, more diversified company that is better positioned to capitalize on growth opportunities. means the direct or indirect acquisition by the Parent of 100% of the equity interests of the Target pursuant to the AK Steel Acquisition Agreement. In addition, Cliffs’ existing strong balance sheet and self-sufficiency in pellets for the combined company provide flexibility to pursue additional growth opportunities, including the potential future utilization of the blast furnace in Ashland to produce merchant pig iron, an opportunity neither company could pursue on a standalone basis.”, Mr. Goncalves concluded, “For Cliffs, we expect to realize immediate growth and a long-desired objective of a more diverse customer base, as well as more predictable cash flow generation due to the contracted nature of AK Steel’s sales of high-end automotive steel. Lourenco Goncalves, Chairman of the Board, President and CEO of Cliffs, will lead the expanded organization. The acquisition was financed with a combination of debt and equity securities offerings. Cleveland-Cliffs, which claims to be North America's largest producer of iron ore pellets, in March closed its $1.1 billion acquisition of AK Steel to integrate vertically iron ore and steel products. Subscribe. Goldman Sachs & Co. LLC is acting as financial advisor to AK Steel and Weil, Gotshal & Manges LLP is serving as legal counsel. Through its subsidiaries, the company also provides customer solutions with carbon and stainless steel tubing products, hot- and cold-stamped components, and die design and tooling. Combines complementary businesses across mining, pelletizing and innovative manufacturing to create vertically integrated producer of value-added iron ore and steel products, Compelling financial profile with strong balance sheet, expected earnings accretion, and strong free cash flow generation to execute on long-term growth opportunities, Combination creates significant value for shareholders through realization of $120 million in annual cost synergies. View source version on businesswire.com: https://www.businesswire.com/news/home/20191203005504/en/, Cleveland-Cliffs RECOMMENDED FOR YOU GM, Honda, Ford extend production cuts at some N.A. Douglas O. Mitterholzer completed the acquisition of AK Steel Holding Corporation, integrating North America’ s largest producer of iron ore pellets downstream into the production of value-added steel and specialty manufactured parts for the automotive industry. In 2020, Cliffs acquired two major steelmakers, AK Steel and ArcelorMittal USA, vertically integrating its legacy iron ore business with quality-focused steel production and emphasis on the automotive end market. Investor Relations: The combined company will be led by Chairman, President and Chief Executive Officer Lourenco Goncalves. Howard Smith (TMFBuilt2Last) Sep 28, 2020 at 12:28PM … AK Steel will become a direct, wholly-owned subsidiary of Cliffs and will retain its branding and corporate identity. Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it has successfully completed the acquisition of AK Steel Holding Corporation, integrating North America’s largest producer of iron ore pellets downstream into the production of value-added steel and specialty manufactured parts for the automotive industry. Our track record of providing high-grade iron ore combined with AK Steel’s recognized ability to produce the highest quality steel grades, creates a highly complementary and compelling business model. By 2020, Cleveland-Cliffs expects to be the sole producer of hot briquetted iron (HBI) in the Great Lakes region with the development of its first production plant in Toledo, Ohio. AK Steel Holding’s largest acquisition to date was in 2014, when it acquired Severstal Dearborn for $700M. The $1.1 billion deal, CEO Goncalves says, will add value to both companies’ products. 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. Following completion of the transaction, with Mr. Goncalves leading the expanded organization, Mr. Newport will retire as CEO and a Director of AK Steel. I present my first take on the deal. The deal announced in December for Cleveland-Cliffs Inc.’s purchase of AK Steel Holding Corp. closed March 13, according to a press release from Cleveland-Cliffs. The company will get access to highly modernized and upgraded steelmaking equipment and facilities. The definitive joint proxy statement/prospectus will be sent to the shareholders of AKS and the shareholders of CLF. In West Chester Township, Butler County, Ohio get access to highly modernized and upgraded steelmaking equipment and...., die design and tooling, and 2 countries the AK Steel will become a subsidiary of Cliffs and retain... 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