"Which Board are you referring to ? Your statement refers to BoD and Board ? If spider BoD said it,upon legal advice,then they said it period,IMO."
This Time, listen carefully, I will word it differently (with my limited english knowledge, sorry):
"Spider did not say that Cliffs' proposal is superior. Spider Board (i.e. Board of Directors, a.k.a BoD) did rather say that the document they received from Cliffs appears to be entering within the definition of a "Superior Proposal" as expressed in section 9b of the Letter of Agreement signed between Spider and KWG and dated May 24th, 2010."
I strongly suggest that you read the June 14th, 2010, SPQ's NR, and also the Clause #9 of the said Letter Agreement, which reading has been facilitated by the 'skimming' that I applied to the original text.
I know that these legal writings are kind of rebutting, but if you want to play the game (as far as we are allowed to!!!) that is on the table right now, and if you want to be sure to follow the exciting and speedy play that is unfolding day after day in front of us, you would be advised to spend a few minutes on this easy reading.
If you suspect a stench of cynism in my answer, the chances are good that you are maybe right. It may have been inserted to palliate the somewhat bullied way to ask things. No problem for asking for infos. The problem comes when you take them one-way, take a bite or two, and complain about the packing!
GLTA.
BaBe.
PS: For your convenience:
Section 9 (excerpts). I skimmed it, so it's easier to read:
b) >...the board of directors of ... [Spider] may, prior to the approval of the Merger by the [Spider] Shareholders, consider, ... a bona fide Alternative Proposal which was not solicited ... and that the board of directors of [Spider] determines in good faith, after consultation with its outside legal counsel, would ... result in a transaction more favourable to the [Spider] Shareholders ... from a financial point of view, than the terms of the Merger (any such Alternative Proposal a “Superior Proposal”), provided that ....the board of directors of ... [Spider] ... has received advice of outside legal counsel to the effect that the board of directors is required to do so in order to properly discharge its fiduciary duties... .
...
(d) >... [Spider] agrees that it will not enter into any agreement regarding a [Superior Proposal] ... without providing [KWG] with an opportunity of not less than five (5) Business Days ...to amend this Letter Agreement to provide at least as favourable terms than those to be included in the [Superior Proposal] ... The board of directors of [Spider] will review any offer by [KWG] to amend the terms of this Letter Agreement in good faith in order to determine, acting reasonably and exercising its fiduciary duties, whether the [KWG's] offer, upon acceptance by [Spider], would result in the [Cliffs' Agreement] not being a Superior Proposal. If the board of directors of [Spider] so determines, it will enter into an amended Letter Agreement (or Definitive Agreement) with [KWG] reflecting the [KWG's] amended proposal.
In the event that [KWG] agrees to amend this Letter Agreement as provided above within such five (5) Business Day period, [Spider] covenants to not enter into the [Cliffs' Agreement] ...
