Cliffs Natural Resources Completes Acquisition of Freewest Resources Canada

On January 27, 2010, Cliffs Natural Resources Inc. completed its acquisition of Freewest Resources Canada Inc. by way of plan of arrangement under the Canada Business Corporations Act. Under the arrangement, Freewest shareholders received value equal to $1.00, comprised of 0.02016 of a Cliffs shares for each Freewest share owned. The entire transaction was valued at approximately $240 million.

For Cliffs, the acquisition positions the company to become the sole North American primary chromite and ferrochrome producer/exporter.

The acquisition followed a successful defence by Freewest against a hostile take-over bid made by Noront Resources Ltd.

Cliffs was represented by George Hawk, its general counsel, and in‑house counsel James Graham and Traci Forrester; by Blake, Cassels & Graydon LLP, with a team that included Chris Hewat, Philippe Décary, Cynthia Sargeant, Patrick Menda, Ali Naushahi and Julia Tomson (corporate/securities); Jeffrey Trossman, Paul Tamaki and Jean Marc Gagnon (tax); Larry Winton (real estate); Connie Reeve and Lisa Carty (labour & employment) and Michael Mercer and Katia Opalka (environmental); and on US matters by Michael Solecki of Jones Day.

Freewest was represented for both the hostile take-over bid and Cliffs acquisition by Heenan Blaikie LLP, with a team led by Neil Wiener that included Paul Franco, Kosta Kostic and Sébastien Bellefleur (corporate/securities); Richard Lewin (tax) and Bernard Amyot, Sébastien Caron and Lara Jackson (litigation).