Companies will take all appropriate action to
protect their legal rights
Nippon Steel Corporation ("Nippon Steel") (TSE: 5401) and United
States Steel Corporation ("U. S. Steel") (NYSE: X) today issued the
following statement on President Biden’s decision to block their
proposed transaction.
We are dismayed by President Biden’s decision
to block Nippon Steel’s acquisition of U. S. Steel, which reflects
a clear violation of due process and the law governing CFIUS.
Instead of abiding by the law, the process was manipulated to
advance President Biden’s political agenda. The President’s
statement and Order do not present any credible evidence of a
national security issue, making clear that this was a political
decision. Following President Biden’s decision, we are left with no
choice but to take all appropriate action to protect our legal
rights.
Nippon Steel and U. S. Steel are confident
that our transaction would revitalize communities that rely on
American steel, including in Pennsylvania and Indiana, provide job
security for American steelworkers, enhance the American steel
supply chain, help America’s domestic steel industry compete more
effectively with China and bolster national security. Nippon Steel
is the only partner both willing and able to make the necessary
investments – including at least $1 billion to Mon Valley Works and
approximately $300 million to Gary Works as a part of $2.7 billion
in investment that it has already committed – to protect and grow
U. S. Steel as an iconic American company for the benefit of the
communities in which it operates and the entire American steel
industry. Blocking this transaction means denying billions of
committed investment to extend the life of U. S. Steel’s aging
facilities and putting thousands of good-paying, family-sustaining
union jobs at risk. In short, we believe that President Biden has
sacrificed the future of American steelworkers for his own
political agenda. We are committed to taking all appropriate action
to protect our legal rights to allow us to deliver the agreed upon
value of $55.00 per share for U. S. Steel’s stockholders upon
closing.
Since the outset of the regulatory review
process, we have diligently and transparently engaged with CFIUS.
The record before CFIUS is abundantly clear that this transaction,
with the commitments made by Nippon Steel, would strengthen, not
weaken, national security. Yet, it is clear that the CFIUS process
was deeply corrupted by politics, and the outcome was
pre-determined, without an investigation on the merits, but to
satisfy the political objectives of the Biden White House. It is
shocking — and deeply troubling — that the U.S. government would
reject a procompetitive transaction that advances U.S. interests
and treat an ally like Japan in this way. Unfortunately, it sends a
chilling message to any company based in a U.S. allied country
contemplating significant investment in the United States.
To proactively address any concerns that
could be raised by CFIUS, Nippon Steel voluntarily committed to
various mitigation measures that would be fully enforceable by the
U.S. government, including: having a majority of the go-forward
board of directors of U. S. Steel be composed of U.S. citizens;
having three independent directors who will be approved by CFIUS;
ensuring that key positions such as CEO and CFO will be U.S.
citizens; removing any Nippon Steel involvement in trade measures
proposed by U. S. Steel; prohibiting the transfer of any production
and jobs outside the U.S.; guaranteeing that production capacity at
U. S. Steel’s facilities in Pennsylvania, Arkansas, Alabama,
Indiana and Texas would not be reduced for ten years without
approval from CFIUS; regularly reporting to CFIUS on the status of
compliance with the national security agreement; and allowing CFIUS
to send an observer to the board of directors. However, CFIUS did
not give due consideration to a single mitigation proposal offered
by the Parties, as evidenced by the absence of any written feedback
to the four robust national security agreements that the Parties
proactively offered over 100 days. We are deeply disappointed to
see President Biden’s decision today.
We would like to express our sincere
gratitude to the wide range of stakeholders in the United States
and Japan, including U. S. Steel employees, local business and
community members, government officials, and elected officials for
their tremendous cooperation and enthusiastic support for this
transaction. We will never give up on pursuing business in the U.S.
for the benefit of the U.S. domestic stakeholders. We continue to
believe that a partnership between Nippon Steel and U. S. Steel is
the best way to ensure that U. S. Steel, and particularly its
USW-represented facilities, will be able to compete and thrive well
into the future – and we will work closely with stakeholders,
including government officials from Japan and allies and partners
in the U.S., to take all appropriate action to protect our legal
rights and secure that future.
*For more information about this acquisition, please refer to
the press release on December 18, 2023. (Updated disclosure on
December 19, 2023, April 15, 2024, May 3, 2024, May 30, 2024, and
December 26,2024)
https://www.nipponsteel.com/common/secure/en/ir/library/pdf/20231218_100.pdf
For inquiries, https://www.nipponsteel.com/en/contact/ and
media@uss.com
About NSC
NSC is Japan’s largest steelmaker and one of the world’s leading
steel manufacturers. NSC has a global crude steel production
capacity of approximately 66 million tonnes and employs
approximately 100,000 people in the world. NSC’s manufacturing base
is in Japan and the company has presence in 15 additional countries
including: United States, India, Thailand, Indonesia, Vietnam,
Brazil, Mexico, Sweden, China and others. NSC established a joint
venture in the United States around 40 years ago and has focused on
building cooperative and good relationships with employees, labor
unions, suppliers, customers, and communities. As the ‘Best
Steelmaker with World-Leading Capabilities,’ NSC pursues
world-leading technologies and manufacturing capabilities and
contributes to society by providing excellent products and
services. For more information, please visit:
https://www.nipponsteel.com.
About U. S. Steel
Founded in 1901, U. S. Steel is a leading steel manufacturer.
With an unwavering focus on safety, the Company’s customer-centric
Best for All® strategy is advancing a more secure, sustainable
future for U. S. Steel and its stakeholders. With a renewed
emphasis on innovation, U. S. Steel serves the automotive,
construction, appliance, energy, containers, and packaging
industries with high value-added steel products. The Company also
maintains advanced iron ore production and has an annual raw
steelmaking capability of 25.4 million net tons. U. S. Steel is
headquartered in Pittsburgh, Pennsylvania, with world-class
operations across the United States and in Central Europe. For more
information, please visit: www.ussteel.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains information regarding U. S. Steel
and Nippon Steel that may constitute “forward-looking statements,”
as that term is defined under the Private Securities Litigation
Reform Act of 1995 and other securities laws, that are subject to
risks and uncertainties. We intend the forward-looking statements
to be covered by the safe harbor provisions for forward-looking
statements in those sections. Generally, we have identified such
forward-looking statements by using the words “believe,” “expect,”
“intend,” “estimate,” “anticipate,” “project,” “target,”
“forecast,” “aim,” “should,” “plan,” “goal,” “future,” “will,”
“may” and similar expressions or by using future dates in
connection with any discussion of, among other things, statements
expressing general views about trends, events or developments that
we expect or anticipate will occur in the future, potential changes
in the global economic environment, anticipated capital
expenditures, the construction or operation of new or existing
facilities or capabilities and the costs associated with such
matters, as well as statements regarding the proposed transaction,
including the timing of the completion of the transaction. However,
the absence of these words or similar expressions does not mean
that a statement is not forward-looking. Forward-looking statements
include all statements that are not historical facts, but instead
represent only U. S. Steel’s beliefs regarding future goals, plans
and expectations about our prospects for the future and other
events, many of which, by their nature, are inherently uncertain
and outside of U. S. Steel’s or Nippon Steel’s control and may
differ, possibly materially, from the anticipated events indicated
in these forward-looking statements. Management of U. S. Steel or
Nippon Steel, as applicable, believes that these forward-looking
statements are reasonable as of the time made. However, caution
should be taken not to place undue reliance on any such
forward-looking statements because such statements speak only as of
the date when made. In addition, forward looking statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from U. S. Steel’s or Nippon Steel’s
historical experience and our present expectations or projections.
Risks and uncertainties include without limitation: the ability of
the parties to consummate the proposed transaction, on a timely
basis or at all; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
definitive agreement and plan of merger relating to the proposed
transaction (the “Merger Agreement”); litigation related to the
transaction; the risk that the parties to the Merger Agreement may
not be able to satisfy the conditions to the proposed transaction
in a timely manner or at all; risks related to disruption of
management time from ongoing business operations due to the
proposed transaction; certain restrictions during the pendency of
the proposed transaction that may impact U. S. Steel’s ability to
pursue certain business opportunities or strategic transactions;
the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of U. S.
Steel’s common stock or Nippon Steel’s common stock or American
Depositary Receipts; the risk of any unexpected costs or expenses
resulting from the proposed transaction; the risk of any litigation
relating to the proposed transaction; the risk that the proposed
transaction and its announcement could have an adverse effect on
the ability of U. S. Steel or Nippon Steel to retain customers and
retain and hire key personnel and maintain relationships with
customers, suppliers, employees, stockholders and other business
relationships and on its operating results and business generally;
and the risk the pending proposed transaction could distract
management of U. S. Steel. U. S. Steel directs readers to its Form
10-K for the year ended December 31, 2023 and Quarterly Report on
Form 10-Q for the quarter ended September 30, 2024, and the other
documents it files with the SEC for other risks associated with U.
S. Steel’s future performance. These documents contain and identify
important factors that could cause actual results to differ
materially from those contained in the forward-looking
statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20250103032160/en/
NSC Contacts Media
For inquiries, https://www.nipponsteel.com/en/contact/
Investors ir@jp.nipponsteel.com Yuichiro Kaneko /
+81-80-9022-6867 / kaneko.yc3.yuichiro@jp.nipponsteel.com Yohei
Kato / +81-80-2131-0188 / kato.rk5.yohei@jp.nipponsteel.com
General Inquiries (U.S.) Nippon Steel North America, Inc.
/ +1 (713) 654 7111
U.S. Media Contacts NSCMedia@teneo.com Robert Mead / +1
(917) 327 9828 / Robert.Mead@teneo.com Jack Coster / +1 (207) 756
4586 / Jack.Coster@teneo.com
U. S. Steel Contacts
Media Corporate Communications T- 412-433-1300 E-
media@uss.com
Kelly Sullivan / Ed Trissel Joele Frank, Wilkinson
Brimmer Katcher T- 212-355-4449
Investors Emily Chieng Investor Relations Officer
T – (412) 618-9554 E – ecchieng@uss.com
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