Jul 3 2010
Cliffs Natural Resources Inc. (NYSE: CLF) (Paris: CLF) announced today that it has executed a definitive support agreement with Spider Resources Inc. (“Spider”) (TSXV: SPQ) under which Spider has agreed to support Cliffs’ previously disclosed all-cash offer for Spider at Cdn.$0.19 (“Cliffs’ All-Cash Offer”) per Spider share.
Spider was informed by KWG Resources Inc. ("KWG") (TSXV: KWG) this morning that KWG will not submit an offer to match Cliffs’ All-Cash Offer. As a result, the combination agreement between KWG and Spider (the “Combination Agreement”) has been terminated and Spider has paid KWG a termination fee of Cdn.$2.3 million.
Spider, in accordance with its support agreement with Cliffs, has cancelled the special meeting of Spider shareholders that had been scheduled for July 8, 2019 to consider the proposed merger between KWG and Spider.
“Cliffs’ offer provides immediate value, liquidity and certainty for Spider shareholders,” said William C. Boor, President of Cliffs’ Ferroalloys business unit. “We encourage Spider shareholders to tender their shares by the July 6 deadline to take advantage of our all-cash offer.”
Added Neil Novak, President and CEO of Spider, “We have agreed to give our full support to Cliffs because Cliffs’ All-Cash Offer is clearly in the best interest of Spider’s shareholders. All directors and officers of Spider have agreed to tender their shares under Cliffs’ All-Cash Offer, and we strongly recommend that all other Spider shareholders tender as well.”
Cliffs’ All-Cash Offer for Spider represents a 138% premium over the closing price of the common shares of Spider on the TSX Venture Exchange on May 21, 2010, the last trading day prior to Cliffs’ announcement of its intention to bid for the common shares of Spider. Cliffs’ All-Cash Offer implies a total equity value for Spider on a fully-diluted basis of Cdn.$125 million.
Source: http://www.cliffsnaturalresources.com/