“Safe Harbor” Statement
under the Private Securities Litigation Reform Act of 1995
A
number of the matters discussed in this document are not historical or current
facts and deal with potential future circumstances and developments, in
particular, information regarding the merger of Cliffs Natural Resources Inc.
(“Cliffs”) and Alpha Natural Resources, Inc. (“Alpha”), including expected
synergies resulting from the merger, combined operating and financial data of
Cliffs and Alpha, and whether and when the transactions contemplated by the
merger agreement will be consummated. The discussion of such matters is
qualified by the inherent risks and uncertainties surrounding future
expectations generally and also may materially differ from actual future
experience involving any one or more of such matters. Such risks and
uncertainties include: the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any other synergies from the
transaction may not be fully realized or may take longer to realize than
expected; disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; the failure to obtain
governmental approvals of the transaction on the proposed terms and schedule,
and any conditions imposed on the new company in connection with consummation of
the merger; the failure to obtain approval of the merger by the shareholders of
Cliffs and stockholders of Alpha and the failure to satisfy various other
conditions to the closing of the merger contemplated by the merger agreement;
and the risks that are described from time to time in Cliffs’ and Alpha’s
respective reports filed with the Securities and Exchange Commission (the
“SEC”), including each company’s annual report on Form 10-K for the year ended
December 31, 2007. This document speaks only as of its date, and Cliffs and
Alpha each disclaim any duty to update the information herein.
Additional Information and
Where to Find It
In
connection with the proposed merger, Cliffs has filed with the SEC a
Registration Statement on Form S-4 (File No. 333-152974), as amended, that
includes a definitive joint proxy statement of Alpha and Cliffs that also
constitutes a final prospectus of Cliffs. Alpha has mailed the joint proxy
statement/prospectus to its stockholders. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED BY ALPHA AND CLIFFS WITH THE SEC WHEN THEY BECOME
AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
You may obtain a free copy of the joint proxy statement/prospectus and other
related documents filed by Alpha and Cliffs with the SEC at the SEC’s website at
www.sec.gov.
The joint proxy statement/prospectus and the other related documents filed by
Cliffs may also be obtained for free by accessing Cliffs’ website at
www.cliffsnaturalresources.com and clicking on the “For Investors” link and then
clicking on the link for “SEC Filings”. The documents relating to the proposed
merger filed by Alpha may also be obtained for free by accessing Alpha’s website
at www.alphanr.com by
clicking on the link for “Investor Relations” and then clicking on the link for
“SEC Filings”.
Participants in
Solicitation
Alpha,
Cliffs and their respective directors, executive officers and certain other
members of management and employees may be soliciting proxies from Cliffs
shareholders or Alpha stockholders, as applicable, in favor of the proposed
merger. Information regarding the persons who may, under the rules of the SEC,
be considered participants in the solicitation of the Cliffs shareholders or
Alpha stockholders, as applicable, in connection with the proposed merger are
set forth in the joint proxy statement/prospectus contained in the Registration
Statement on Form S-4 (File No. 333-152974), as amended, filed by Cliffs with
the SEC relating to the proposed merger. You can find information about Cliffs’
executive officers and directors in this joint proxy statement/prospectus
contained in the Registration Statement on Form S-4 relating to the merger filed
by Cliffs with the SEC and in Cliffs’ definitive proxy statement filed with the
SEC on March 26, 2008. You can find information about Alpha’s executive officers
and directors in Alpha’s definitive proxy statement filed with the SEC on March
27, 2008. You can obtain free copies of these documents from Alpha or Cliffs by
accessing each company’s website as indicated above.
The
following is information provided to Alpha Natural Resources employees on
November 3, 2008.
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