Cleveland-Cliffs and AK AG真人平台AG真人试玩 Receive Favorable Recommendations from ISS and Glass Lewis for Votes to Complete Merger

CLEVELAND & WEST CHESTER, Ohio--(BUSINESS WIRE)-- Cleveland-Cliffs Inc. (NYSE: CLF) (鈥淐liffs鈥� or 鈥淐leveland-Cliffs鈥�) and AK AG真人平台AG真人试玩 Holding Corporation (NYSE: AKS) (鈥淎K AG真人平台AG真人试玩鈥�) today announced that they have received recommendations from both Glass, Lewis & Co., LLC (鈥淕lass Lewis鈥�) and Institutional Shareholder Services, Inc. (鈥淚SS鈥�) to vote in favor of their proposed merger transaction. Under the pending transaction, Cliffs would acquire all of AK AG真人平台AG真人试玩鈥檚 outstanding shares pursuant to the Agreement and Plan of Merger (the 鈥淢erger Agreement鈥�) entered into by Cliffs and AK AG真人平台AG真人试玩 providing for the merger of a subsidiary of Cliffs with and into AK AG真人平台AG真人试玩, with AK AG真人平台AG真人试玩 surviving as a wholly owned subsidiary of Cliffs (the 鈥淢erger鈥�).

The Merger is currently scheduled to close on March 13, 2020 and remains subject to adoption by AK AG真人平台AG真人试玩鈥檚 stockholders of the Merger Agreement and approval by Cliffs鈥� shareholders of the Merger Agreement and the transactions contemplated thereby, including the issuance of new Cliffs鈥� shares in connection with the proposed Merger. The special shareholder meeting for Cleveland-Cliffs and the special stockholder meeting for AK AG真人平台AG真人试玩 are each scheduled to take place on Tuesday, March 10, 2020 at 11:00 a.m. Eastern time. Cliffs and AK AG真人平台AG真人试玩 urge all shareholders to vote in favor of the proposed Merger as promptly as possible.

About Cleveland-Cliffs

Founded in 1847, Cleveland-Cliffs is the largest and oldest independent iron ore mining company in the United States. Cleveland-Cliffs is a major supplier of iron ore pellets to the North American steel industry from its mines and pellet plants located in Michigan and Minnesota. In 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. Driven by the core values of safety, social, environmental and capital stewardship, Cleveland-Cliffs鈥� employees endeavor to provide all stakeholders with operating and financial transparency.

About AK AG真人平台AG真人试玩

AK AG真人平台AG真人试玩 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 鈥渇orward-looking statements鈥� 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 鈥渆xpect,鈥� 鈥渁nticipate,鈥� 鈥渋ntend,鈥� 鈥減lan,鈥� 鈥渂elieve,鈥� 鈥渆stimate,鈥� 鈥渨ould,鈥� 鈥渢arget鈥� 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 AG真人平台AG真人试玩鈥檚 and Cliffs鈥� 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 AG真人平台AG真人试玩鈥檚 or Cliffs鈥� 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 AG真人平台AG真人试玩鈥檚 businesses successfully and to achieve anticipated synergies, (iv) business and management strategies for the management, expansion and growth of the combined company鈥檚 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 AG真人平台AG真人试玩, Cliffs or their respective directors, (vi) the risk that disruptions from the proposed Merger will harm AK AG真人平台AG真人试玩鈥檚 or Cliffs鈥� business, including current plans and operations, (vii) the ability of AK AG真人平台AG真人试玩 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鈥� 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鈥檚 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 AG真人平台AG真人试玩鈥檚 or Cliffs鈥� respective consolidated financial condition, results of operations, credit rating or liquidity are contained in AK AG真人平台AG真人试玩鈥檚 and Cliffs鈥� respective periodic reports filed with the SEC, including AK AG真人平台AG真人试玩鈥檚 annual report on Form 10-K and Cliffs鈥� annual report on Form 10-K. Neither AK AG真人平台AG真人试玩 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 鈥淩egistration Statement鈥�) that includes a joint proxy statement of Cliffs and AK AG真人平台AG真人试玩 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 AG真人平台AG真人试玩 also filed with the SEC its definitive joint proxy statement/prospectus in connection with the proposed Merger. AK AG真人平台AG真人试玩 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 AG真人平台AG真人试玩 may also file other documents with the SEC regarding the proposed Merger. This communication is not a substitute for the Registration Statement or any other such document that Cliffs or AK AG真人平台AG真人试玩 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 MERGER AND RELATED MATTERS. Investors and security holders 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鈥檚 website, . Documents filed with the SEC by AK AG真人平台AG真人试玩, including the definitive joint proxy statement/prospectus, are also available from AK AG真人平台AG真人试玩 free of charge at its website, , or by contacting its Investor Relations at (513) 425-5215. Documents filed with the SEC by Cliffs are also available from Cliffs free of charge at its website, , or by contacting Cliffs鈥� Investor Relations at (216) 694-6544.

Participants in the Solicitation Regarding the Proposed Merger

AK AG真人平台AG真人试玩 and Cliffs and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed Merger. Information concerning AK AG真人平台AG真人试玩鈥檚 directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement for AK AG真人平台AG真人试玩鈥檚 2019 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 10, 2019. Information regarding Cliffs鈥� directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement for Cliffs鈥� 2019 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 12, 2019. Additional information regarding the interests of these participants are included in the definitive joint proxy statement/prospectus and the Registration Statement, as well as other relevant materials filed with the SEC when such materials become available. Free copies of these documents may be obtained from the sources indicated above.

Cleveland-Cliffs
Investor Relations:
Paul Finan
Director, Investor Relations
(216) 694-6544

Media Relations:
Patricia Persico
Director, Corporate Communications
(216) 650-0168

AK AG真人平台AG真人试玩
Investor Relations:
Douglas O. Mitterholzer
General Manager, Investor Relations
(513) 425-5215

Media Relations:
Lisa H. Jester
Corporate Manager, Communications and Public Relations
(513) 425-2510

Source: Cleveland-Cliffs Inc. and AK AG真人平台AG真人试玩 Holding Corporation

Released February 25, 2020