Filed by AK Steel Holding Corporation pursuant to
Rule 425 under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934, as amended.
Subject Company: AK Steel Holding Corporation
Commission File No.: 001-13696
The following is an email sent to employees of AK Steel Holding Corporation on February 10, 2020
From: Roger Newport <roger.newport@aksteel.com>
Subject: Employee Update about AK Steel Planned Merger with Cleveland-Cliffs
Date: 10 February 2020 08:09
To:
Good morning! I want to provide an update to the email I sent on January 22 about the planned merger with Cleveland-Cliffs.
We have made good progress and continue to expect that the transaction will close in the first half of 2020, subject to the satisfaction or waiver of
customary closing conditions.
On February 4, Cleveland Cliffs and AK Steel filed a joint proxy statement with the SEC and are in the process of
mailing it to their respective shareholders. The joint proxy statement contains important information relating to the merger. It also announces that each company will hold a special meeting of its shareholders on March 10, 2020, where the
shareholders of each company will be asked to vote on matters related to the transaction, including to approve the merger.
As I have said from the
outset, I believe this merger is a very positive move for our company. I strongly encourage those of you who hold stock in the company to vote FOR the merger.
On the integration front, teams from both companies continue to work on issues that will assist us in transitioning into a combined company when the
transaction closes. In the meantime, however, it is important to remember that we continue to operate as two independent companies.
Last week, we also
announced that our Q4 and full year 2019 earnings results will now be issued before the market opens on February 20. As usual, our employee call will follow the next day on February 21, during which we will provide information about the
Companys annual MIP results that will be distributed individually on February 27 and paid on February 28.
Sincerely,
Roger Newport
CEO
Cautionary Notes on 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 transaction and the anticipated benefits thereof. These and other forward-looking
statements reflect AK Steels and Cleveland-Cliffs current beliefs and judgments and are not guarantees of future results or outcomes. Forward-looking