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
Commencing on February 11, 2020, AK Steel Holding Corporation sent the following
communication to certain of its institutional shareholders and may in the future send the same
or substantially similar communications from time to time to its shareholders.
Subject: Proposed acquisition of AK Steel by Cleveland-Cliffs
Good Morning:
AK Steel has now filed with the SEC, and
is in the process of mailing to our shareholders, the joint proxy statement related to the proposed acquisition of AK Steel by Cleveland-Cliffs. The proposed acquisition will be effected through a merger of a subsidiary of Cliffs with and into AK
Steel, with AK Steel surviving the merger as a wholly owned subsidiary of Cleveland-Cliffs. The joint proxy statement is available at the following link:
https://www.sec.gov/Archives/edgar/data/918160/000119312520023927/d881233ddefm14a.htm
The joint proxy statement includes notice 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 this transaction, including for our shareholders to approve the adoption of the merger agreement related to proposed transaction. The Board of Directors of both companies have unanimously
recommended that the shareholders of their respective company vote to approve the transaction.
As you are aware, you are a significant shareholder of AK
Steel. As such, we encourage you to cast your vote on this transaction and, if it would be helpful to you, we would be pleased to arrange a conference call with members of AK Steels executive management team to discuss the proposed merger.
If you would like to have such a call, please advise of your availability and we will send you a calendar invite with
dial-in information. My colleague, Michelle Kidwell, can also assist in coordinating this call.
If you are
not interested in having a call, please let us know and we will notate our records accordingly. Please contact me if you have any questions.
Thank you in
advance for your time and consideration!
Sincerely,
Doug
Mitterholzer
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction, on January 8, 2020, Cleveland-Cliffs Inc. (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 Registration Statement) that includes a joint proxy
statement of Cliffs and AK Steel and also constitutes a prospectus of Cliffs. The Registration Statement was declared effective by the SEC on