Thomson Reuters






* Says offered to let Casablanca appoint two independent
directors to the board


* Says a third director was to be appointed on mutual
agreement


* Says postponing record date for annual shareholder meeting


March 7 (Reuters) - Iron ore producer Cliffs Natural
Resources Inc said Casablanca Capital LP rejected an
offer to settle a proxy fight, and the activist investor was
seeking full control of the company's board.


Cliffs said it offered to allow Casablanca appoint two
independent directors to the board. A third director was to be
appointed on mutual agreement.


"We are disappointed that Casablanca seems intent on waging
a public campaign rather than continuing its private engagement
with Cliffs' board and management team," Cliffs said on Friday,
adding that it was ready to engage with Casablanca.


Casablanca, Cliffs' fifth-largest shareholder, nominated six
directors for election on Thursday.


The investor, which owns about 5.2 percent of Cliffs
Natural, started its activist campaign in January and wants the
company to spin off its "riskier" international operations from
its cash-generating U.S. assets.


Casablanca, whose slate of directors includes Chief
Executive Douglas Taylor and former Metals USA CEO Lourenco
Goncalves, has named Goncalves as its preferred candidate for
leading Cliffs.


The company appointed Gary Halverson to the top job last
month.


Cliffs' shares closed at $19.10 on Thursday. They have
slipped 27 percent since the beginning of the year.
Iron ore producer Cliffs Natural Resources Inc said
activist investor Casablanca Capital LP rejected an offer to
settle a proxy fight and was seeking full control of the
company's board.


Casablanca, Cliffs' fifth-largest shareholder with about a 5
percent stake, nominated six directors for election to the
company's 11-member board on Thursday.


Cliffs said on Friday it offered to let Casablanca appoint
two independent directors. A third director was to be appointed
on mutual agreement.


"We are disappointed that Casablanca seems intent on waging
a public campaign rather than continuing its private engagement
with Cliffs' board and management team," Cliffs said, adding
that it was ready to engage with the hedge fund.


Cliffs also said it was postponing the record date - the
date on which an investor must own shares to be entitled to vote
- for its annual shareholder meeting, as requested by
Casablanca, to pursue a potential settlement.


Cliffs is yet to set a new date for the annual shareholder
meeting, originally scheduled for May 13.


Casablanca started its campaign in January. It wants the
company to spin off its "riskier" international operations from
its cash-generating U.S. assets.


Cliffs said last month that it would indefinitely suspend a
planned expansion at its Bloom Lake mine in Canada and shut
another mine in the country, cutting about 500 jobs.


The company has been hit by weak iron ore prices and
higher-than-expected costs at Bloom Lake, once seen by analysts
as a key growth prospect.


Casablanca, whose slate of directors includes its Chief
Executive Douglas Taylor and former Metals USA CEO Lourenco
Goncalves, has named Goncalves as its preferred candidate for
leading Cliffs.


The company appointed Gary Halverson to the top job last
month.


Cliffs' shares closed at $19.10 on Thursday. They have
slipped 27 percent since the beginning of the year.