About AK Steel
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. 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. Headquartered in West Chester, Ohio (Greater Cincinnati), the company has approximately 9,300 employees at manufacturing operations in the United States, Canada and Mexico, and facilities in
Western Europe.
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 Merger and the anticipated benefits thereof. These and other forward-looking
statements reflect AK Steels 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 Steels 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 Merger on the anticipated terms and timing, including obtaining shareholder approvals and anticipated tax treatment, 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 Steels businesses successfully and to achieve anticipated synergies, (iv) business
and management strategies for the management, expansion and growth of the combined companys operations following the consummation of the proposed Merger, (v) pending litigation relating to the proposed Merger and potential future
litigation that could be instituted against AK Steel, Cliffs or their respective directors, (vi) the risk that disruptions from the proposed Merger will harm AK Steels 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 Merger, (ix) uncertainty
as to the long-term value of Cliffs 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 managements response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed Merger, 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 Merger. 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 Steels or Cliffs respective consolidated financial condition, results of operations, credit rating or liquidity are contained in AK
Steels and Cliffs respective periodic reports filed with the SEC, including AK Steels 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.
Additional Information and Where to Find It
In connection with the proposed Merger, 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
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