Al Gharbia Pipe Company Produces First Large-Diameter Pipe on New Turn-Key LSAW Plant From SMS Group

Al Gharbia Pipe Company has successfully taken into operation its new LSAW (Longitudinal Submerged Arc Welded) pipe plant. The new LSAW large-diameter pipe production facility was built at the Khalifa Industrial Zone Abu Dhabi (KIZAD), by a consortium of Larsen & Toubro Limited and SMS group as the EPC (Engineering, Procurement, Construction) partner. The plant is designed for a production capacity of 240,000 tons per year. The pipes to be produced on the LSAW facility supplied by SMS group, will mainly come in grades suitable for use as onshore & offshore line pipes, including sour-gas applications. Al Gharbia is going to produce up to 12.2-meter-long pipes with outside diameters ranging from 18 to 56 inches. The maximum wall thickness is 44.5 millimeters; steel plates up to grade X80 can be processed.

SMS group was responsible for the engineering and supply the process equipment for the large-diameter pipe production facility, Larsen & Toubro Limited for the civil works, balance-of-plant and erection of the equipment.

Besides the engineering and project planning, scheduling and coordination, SMS group supplied all core machines and the process equipment including workshops, laboratories and a manufacturing execution system (MES). The production line comprises an edge milling machine, a crimping press, a second-generation JCO??pipe forming press with modular frame design, tack-welding machine, inside and outside welding machines, mechanical expander and a hydrostatic pipe tester.

The JCO??pipe forming process provides numerous benefits. For example, the plant operator can quickly change over to other pipe dimensions allowing even smaller batch sizes to be produced economically and with utmost precision. The Shape Automation System developed by SMS group directly determines the optimal machine parameters and fully automatically controls the forming process. The system minimizes the effect of yield strength deviations in the plates during forming guaranteeing a consistently high pipe quality.

The JCO??pipe forming press and the crimping press are equipped with variable speed pumps (VSP), assuring an efficient hydraulic system, that dispenses with any proportional valves. As a result, abrasion is reduced and hydraulic pressure losses minimized. Further benefits include short piping paths and small oil tanks and the possibility to feed compression energy back into the network as electrical energy. Compared to conventional hydraulic systems, this reduces energy consumption by up to 50 percent.

Al Gharbia Pipe Company can now manufacture large-diameter longitudinal welded pipes made of quality steels ? mainly for the energy sector ? targeting markets in Bahrain, Kuwait, Oman, Saudi Arabia and the UAE (United Arab Emirates).

Al Gharbia Pipe Company is a joint venture of investment company Senaat, JFE Steel and Marubeni-Itochu Steel (MISI). The new company leverages JFE Steel’s technology for high-quality large-diameter longitudinal welded steel pipes, MISI’s sales capabilities and Senaat’s industrial expertise in Abu Dhabi.

Source: SMS Group

Changing Parameters in World Stainless Steel Markets

World stainless steel markets are in a state of transformation, due to shifts in the established patterns of supply and demand. This has resulted in diverse production trends, across different regions. Moreover, pricing has become detached from raw material costs.

The latest crude stainless steel production figures, from the International Stainless Steel Forum, show global output growing by 3.4 percent, in the first three quarters of this year, compared with the same period in 2018.

However, within these numbers are significant variations. Chinese output rose by 11.7 percent, year-on-year, in the nine months surveyed, while production fell by 7.2 percent, in the European Union, and by 7.5 percent, in the United States, during the same timeframe.

In recent years, the supply of nickel – a major element in stainless steel costing – has been disrupted by government trade restrictions in major producing countries such as Indonesia and the Philippines. Furthermore, the use of the metal in batteries for electric vehicles, has reduced stainless steel’s influence as the main demand factor in nickel pricing.

Consequently, in a period when stainless steel consumption has been mediocre, nickel pricing has soared. The LME nickel cash value on December 19, 2019, was 30 percent higher than the figure exactly one year earlier. This is partially offset, in mill raw material outlay, by reduced chromium unit costs.

However, the December transaction price for grade 304 cold rolled coil, in Germany, was only 2.7 percent above the figure in 2018. In the United States, the corresponding increase was 4.3 percent, year-on-year. Surprisingly, in China, where production continues to boom, the latest price is less than one percent more than the value recorded one year ago.

Source: MEPS International Ltd.MEPS Stainless Steel Review?

US Steel Prices Rise but Cautious Outlook for 2020 Prevails

North American flat product? were on a downward trend, for the majority of 2019. The success of mill price hike attempts, in the first and third quarters, was limited – but recent list price initiatives are prompting a recovery of steel prices. Rising scrap costs, a modest improvement in purchasing activity and slightly extended delivery lead times contributed to the recent uptick in US basis values. Finished steel imports are still, mainly, uncompetitive, due to Section 232 trade measures.

Most US buyers remark that they are placing orders, for delivery in the first quarter of 2020, in an attempt ‘to beat the price increase’. Nonetheless, demand forecasts are modest, across a range of steel-using sectors, for next year.

It is widely acknowledged that US capability utilisation is at the relatively high level, of around 80 percent, and this trend is expected to continue, next year. This is a result of the ramp-up of production at existing facilities along with the introduction of new manufacturing units. Subsequently, MEPS predicts that annual average steel prices, in the US, will decline, in 2020, compared with those witnessed in the previous year.

Source: MEPS International Ltd. – MEPS International Steel Review

European Steel Buyers Slow To Accept Mill Price Hikes

European strip mill product prices stabilised, in early December. In Italy, basis values moved up a little. Despite a background of slow economic growth, global trade conflicts and political difficulties, a small recovery in market sentiment was noted. Nonetheless, activity levels in the steel market remain relatively low. Uncertainty, surrounding the potential closure of Italy’s Ilva plant, has already resulted in mills, elsewhere, indicating an increase in order intake. European steelmakers notified customers of proposed price rises of €30/40 per tonne.

Although a lack of orders, from the auto sector, in particular, continues to have a significantly negative effect on overall demand, MEPS detects tentative signs of inventory replenishment, at the same time as the steel producers are reducing capacity. Moreover, mills, globally, are lifting their price offers, leaving European buyers with fewer alternative sources of supply.

Attempts to raise strip mill product prices were noted in the German market, but, so far, these have only served to stabilise basis figures at the level reported last month. However, confidence is improving, regarding consumption and sales volumes. Nevertheless, buyers believe that a number of domestic mills are still looking to recover shortfalls in their production schedules – mainly due to the significantly reduced activity in the automotive and machinery manufacturing industries. Moreover, eastern European suppliers continue to sell quite aggressively.

Most market participants, in France, continue to describe current activity as satisfactory. One exception is the auto sector. The steelmakers’ attempts to lift basis values appear to have provided some impetus to order intake. Large service centres started to make enquiries in early December but small/medium firms remain hesitant to place new orders. Prices reached the bottom, in November, but no significant increases are noted, so far. This may be because not all suppliers are quoting price rises, at present.

In Italy, strip mill product prices continued to fall, following MEPS’ November research. However, the uncertainty surrounding supplies from Ilva eventually led to price stabilisation and, in fact, a small recovery is now noted. Purchasing activity improved, fuelled by the Ilva issue and a rise in scrap costs. Nevertheless, demand is still below expectations. Service centre sales tonnages are lower than those recorded one year ago. Small companies continue to buy on a ‘hand-to-mouth’ basis. Resale margins are unsatisfactory.

Steel demand, in the UK, is negatively affected by a slump in auto production and continued uncertainty related to the country’s exit from the EU. A further reduction in manufacturing output was noted, in November. Although tabled prices for strip mill products are stable, this month, steelmakers are now demanding increases of £40/50 per tonne. Many service centres had already completed their deals for the first quarter of 2020, before the price hike was announced. Distributors report low sales volumes, at present. Credit limits have tightened. Profit margins are being squeezed.

In Belgium, basis values for several strip mill products continued to decline, in November, following MEPS’ research, before moving back up to their previous levels. Customers believe that the bottom has been reached and expect prices to recover, in January. Confidence is returning. However, buyers still purchase prudently. Import quotations are also higher than of late. Large service centres are keen to make sales, in order to reduce inventories, before the year-end. Intense competition in the distribution sector led to further discounting.

Spanish demand for strip mill products is, currently, stable. However, political uncertainty confuses the outlook for 2020. This serves to adversely affect investment decisions. Distributors report reasonable sales volumes but with low profit margins. Destocking is still underway as the year-end approaches. At present, service centres are reluctant to re-order but purchasing will recommence, in January/February. Meanwhile, the recent downward movement in basis values halted, in December. Steelmakers are proposing a hike of €15/20 per tonne, for February deliveries. Deals for December/January were booked at unchanged prices. Third country import quotations gained around €40 per tonne, in the last two/three weeks.

Source:?MEPS International Ltd.MEPS European Steel Review (Dec 19)

Elme Metall significantly expands its presence in Lithuania

?Elme Metall, a subsidiary of BLRT Grupp, is in the process of implementing multi-million dollar investment projects in Lithuania. In November, construction of the production and logistics complex in the Klaipeda Free Economic Zone (FEZ) began, and the production and logistics complex in Vilnius was acquired.

In mid-November, an agreement was signed on the construction and development of a modern production and logistics complex in the Klaipeda FEZ. The start of production is planned for the second half of 2020. The next stage of development will be the construction of an industrial complex for processing flat and profiled rolled metal products. Over the course of the project, in an area of 7.6 ha, BLRT Grupp will invest about 20 million euros.

“At the moment, all the activities of the company in the Klaipeda region are being carried out on the sites located at the port of Klaipeda. The creation of a modern production and logistics complex, as well as its development in accordance with the strategy of Elme Metall, requires additional production and storage space,” explains Georgy Grigoryan, Chairman of the Board of Elme Metall.

Also, at the end of November, Elme Metall acquired a land plot in Vilnius from Steel Trade with an area of 27,000 m2, which houses a production and logistics complex along with a steel framework and service centre with an area of 11,000 m2.

“Investing in the acquisition and construction of a new complex in Vilnius is another step in implementing the Elme Metall development strategy. Thanks to the expansion of production capacities and the proximity of major highways, we will be able to create more favourable conditions for the development of retail and wholesale trade and increase the overall level of customer service. This will allow us to significantly strengthen our position in the Baltic and Lithuanian markets,” says Georgi Grigoryan.

Elme Metall has been operating in the Lithuanian market since 2004. Today, the company has at its disposal a developed production and logistics infrastructure, consisting of four affiliated branches and three service centres equipped with high-tech machinery.

Elme Metall is engaged in sale of rolled steel and in processing of metal products, holding a leading position in this industry in the Baltic Sea countries. Elme Metall today is an international enterprise with more than 500 employees and companies in Estonia, Latvia, Lithuania, Finland, Poland and Russia.

Cleveland-Cliffs to Acquire AK Steel

CLEVELAND & WEST CHESTER, Ohio–(BUSINESS WIRE)– Cleveland-Cliffs Inc. (NYSE: CLF) and AK Steel Holding Corporation (NYSE: AKS) are pleased to announce that they have entered into a definitive merger agreement pursuant to which Cliffs will acquire all of the issued and outstanding shares of AK Steel common stock. Lourenco Goncalves, Chairman of the Board, President and CEO of Cliffs, will lead the expanded organization.

Under the terms of the merger agreement, AK Steel shareholders will receive 0.40 shares of Cliffs common stock for each outstanding share of AK Steel common stock they own. Upon completion of the transaction, Cliffs shareholders will own approximately 68% and AK Steel shareholders will own approximately 32% of the combined company, respectively, on a fully diluted basis.

The fixed exchange ratio implies a consideration of $3.36 per share of AK Steel common stock and represents a premium of 16% based on the closing share prices of Cliffs and AK Steel common shares, respectively, as of December 2, 2019, and a premium of 27% based on the 30-day volume weighted average price of AK Steel common shares. 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.

The transaction will combine Cliffs, North America’s largest producer of iron ore pellets, with AK Steel, a leading producer of innovative flat-rolled carbon, stainless and electrical steel products, to create a vertically integrated producer of value-added iron ore and steel products. The combined company will be ideally positioned to provide high-value iron ore and steel solutions to customers primarily across North America.

Mr. Goncalves stated: “We are excited to be able to deliver real value to the shareholders of both Cliffs and AK Steel through a value enhancing and leverage-neutral transaction. By combining the best-in-class quality of AK Steel’s assets and its enviable product mix with Cliffs’ debt profile and proven management team, we are creating a premier North American company, self-sufficient in iron ore pellets and geared toward high value-added steel products.”

He continued, “The pro forma Cliffs will be a vertically integrated steel company that is expected to drive improved profitability for existing Cliffs and AK Steel shareholders and is well-positioned to serve both the blast furnace and electric arc furnace segments. 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. 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. We look forward to welcoming the AK Steel team into our organization and creating a unique company focused on executing value-enhancing opportunities for all of our stakeholders.”

Roger K. Newport, CEO of AK Steel, added, “We believe this transaction is a compelling opportunity for AK Steel shareholders to participate in the substantial upside potential of what will be a premier vertically integrated producer of value-added iron ore and steel products with significant scale and diversification. Our shareholders will benefit from exposure to a larger, more diversified company that is better positioned to capitalize on growth opportunities. The combination of Cliffs’ iron ore pellet capabilities and our innovative, high-quality steel product development and production is strategically compelling. Together, we expect to be able to take advantage of growth opportunities faster and more fully than either company could on its own. With AK Steel’s 120-year heritage, which began in Ohio, and expertise in steelmaking, AK Steel and Cliffs make an excellent combination, which we expect will facilitate a smooth integration process.”

Key Strategic & Financial Benefits

  • Brings together complementary businesses to create company with full suite of value-added products:?The combination will create significant opportunities to generate additional value from market trends across the entire steel value chain and enable more consistent, predictable performance through market cycles. The integrated supply chain provides AK Steel self-sufficiency in iron ore supply. Together, Cliffs and AK Steel will have a presence across the entire manufacturing process, from mining to pelletizing to the development and production of finished high value steel products, including Next Generation Advanced High Strength Steels for automotive and other markets.
  • Solidifies demand for Cliffs’ pellet offtake, with potential for growth into merchant pig iron:?The combined company will ensure pellet volume commitments to AK Steel’s blast furnaces along with Cliffs’ Toledo hot briquetted iron facility, to complement its existing long-term minimum volume pellet offtake agreements with other key integrated steel producers. Further, the potential startup of pig iron manufacturing at AK Steel’s facility in Ashland, Kentucky would create future opportunities for pellet demand and more metallics products without significant additional capital expenditures.
  • Accretion through significant annual synergies:?The transaction offers significant potential for operational synergies, which will contribute to long-term value creation for investors. The combination is expected to generate approximately $120 million of annual cost synergies to be fully realized within the first 12 months after closing, primarily from consolidating corporate functions, reducing duplicative overhead costs, and procurement and energy cost savings, as well as operational and supply chain efficiencies.
  • Stronger company with compelling pro forma financial metrics:?The combined company is expected to benefit from a larger and more diversified base of customers, with less overall emphasis on commodity-linked contracts. For the last twelve months, the pro forma combined company has generated net revenue of $8.2 billion1, Adjusted EBITDA of $1.3 billion2?and unlevered free cash flow of $923 million2,3. The transaction will also be leverage-neutral with pro forma Total Debt to Adjusted EBITDA of 3.5x.

Additional Transaction Details & Governance

Following completion of the transaction, with Mr. Goncalves leading the expanded organization, Mr. Newport will retire as CEO and a Director of AK Steel. Three existing members of AK Steel’s Board of Directors will join the Cliffs Board, and two existing Cliffs Board members will step down, bringing the Cliffs Board to 12 members in total. AK Steel will become a direct, wholly-owned subsidiary of Cliffs and will retain its branding and corporate identity. 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.

The transaction is expected to close in the first half of 2020, subject to approval by the shareholders of both companies, receipt of regulatory approvals and satisfaction of other customary closing conditions.

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.

Advisors and Counsel

Moelis & Company LLC and Credit Suisse are acting as financial advisors to Cliffs and Jones Day is serving as legal counsel. Goldman Sachs & Co. LLC is acting as financial advisor to AK Steel and Weil, Gotshal & Manges LLP is serving as legal counsel.

Board of Directors’ Recommendation

The transaction has been unanimously approved by both companies’ Boards, and both Boards recommend that their respective shareholders vote in favor of the transaction.

Joint Conference Call & Webcast Information

Cleveland-Cliffs and AK Steel will conduct a live conference call and webcast on December 3, 2019 at 8:30 a.m. Eastern Time. The call will be broadcast live and archived on Cliffs’ website at?www.clevelandcliffs.com?and on AK Steel’s website at?www.aksteel.com. Presentation slides will also be available on the webcast link and on both companies’ Investor Relations pages on their websites, as well as through the joint transaction website at?www.clevelandcliffsaksteel.acquisitionannouncement.com.

About Cleveland-Cliffs

Founded in 1847, Cleveland-Cliffs is the largest and oldest independent iron ore mining company in the United States. The company 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. 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. Driven by the core values of safety, social, environmental and capital stewardship, Cleveland-Cliffs’ employees endeavor to provide all stakeholders with operating and financial transparency. For more information, visit?http://www.clevelandcliffs.com.

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 9,500 employees at manufacturing operations in the United States, Canada and Mexico, and facilities in Western Europe. Additional information about AK Steel is available at?www.aksteel.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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 transaction and the anticipated benefits thereof. 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. 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 AKS’s or CLF’s 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 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. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction. 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. 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. Neither AKS nor CLF 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.

IMPORTANT INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT

In connection with the proposed transaction involving AK Steel Holding Corporation (“AKS”) and Cleveland-Cliffs Inc. (“CLF”), CLF will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a joint proxy statement of AKS and CLF, which also constitutes a prospectus of CLF. AKS and CLF may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that AKS or CLF may file with the SEC. The definitive joint proxy statement/prospectus will be sent to the shareholders of AKS and the shareholders of CLF. 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. Investors and securityholders may obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by AKS or CLF through the web site maintained by the SEC at?www.sec.gov. Documents filed with the SEC by AKS will also be available free of charge on the AKS website at?www.aksteel.com?or by contacting AKS’s investor relations department. Documents filed with the SEC by CLF will also be available free of charge on CLF’s website at?clevelandcliffs.com?or by contacting CLF’s investor relations department:

AK Steel

? ? ? ? ? ? ? ?

Cleveland-Cliffs

513-425-5215

? ? ? ? ? ? ? ?

216-694-5700

PARTICIPANTS IN THE SOLICITATION

AKS, CLF 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 transaction. 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. 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. 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. Free copies of these documents may be obtained from the sources indicated above.

NO OFFER OR SOLICITATION

This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. 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.

______________________
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. EBITDA.
3?Defined as Adj. EBITDA – Capex. Excludes HBI-related 9/30/2019 LTM capex of $415m, per Cliffs’ filings.

?

Source: Cleveland-Cliffs Inc.