Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
February 02 2024 - 4:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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the Securities Exchange Act of 1934
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
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United States Steel Corporation |
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The following information was posted on United States Steel Corporation’s
microsite on February 2, 2024.
| Legal Disclaimer
costs and improve operating efficiency; the possibility of not completing
planned alliances, acquisitions or investments, or such alliances.
acquisitions or investments not having the antlcipated results: natural
disasters and accidents or unpredictable events which may disrupt NSC's
supply chain as well as other events that may negatively impact NSC's
business activities: risks relating to CO2 emissions and NSCs challenge
for carbon neutrality: the economic, political, social and legal uncertainty
of doing business in emerging economies; the possibility of incurring
expenses r esulting from any defects in our products or incurring
additional costs and reputat iona1 harm due to product defects of other
steel manufacturers; the possibility that we may be unable to protect our
intellectual property rights or face intellectual property infringement
claims by third parties; changes in laws and regulations of countries
where we operate, including trade laws and tariffs, as well a tax,
environmental. health and safety laws; and the possibility of damage to
our reputation and business due to data breaches and data theft. All
information in this website is as of the date above. Neither the Company
nor NSC undertakes any duty to update any forward-looking statement
to conform the statement to actual results or changes In the Company's
or NSC's expectations whether as a result of new information, future
events or otherwise, except as required by law.
- |
| NIPPON STEEL CORPORATION [NSC]1
AND U.S. STEEL COMBINATION IS THE BEST DEAL FOR
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NSC RECOGNIZES THAT THE COMBINED WORKFORCE IS CRITICAL TO OPERATIONS ANO IS
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U.S. STEEL AND NIPPON STEEL CORPORATION (NSC)TRANSACTION IS THE CULMINATION OF A
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TRANSACTION BENEFITS FOR EMPLOYEES
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| NIPPON STEEL TRANSACTION WITH U.S. STEEL SECURES LONG·TERM FUTURE OF UNION JOBS
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MOVING FORWARD TOGETHER AS THE BEST STEELMAKER WITH WORLO·LEAOING
CAPABILITIES ... FOR OUR CUSTOMERS
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DELIVERS CERTAIN ANO IMMEDIATE VALUE FOR U. S. STEEL SHAREHOLDERS
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| NIPPON STEEL @ United States Steel HOME BENEFITS OFT HE TRANSACTION v SUPPORT FOR THETRANSACTION NEWSROOM AND MATERIALS CONTACT
DOWNLOAD PDF .±.
HERE'S WHAT PEOPLE ARE SAYING ABOUT U. S. STEEL'S PROPOSED
TRANSACTION WITH NIPPON STEEL CORPORATION (NSC) 1 |
| FROM GOVERNMENT OFFICIALS ...
RAHM EMANUEL UNITID STATIS AMBASSADOR TO JAPAN DEC. 18, 2023
"Nippon Steel and U. S. Steel announce ahistoric
$14.9 billion transaction. These two iconic companies
are defining the future of the key steel industry and
forging a strong bond as they face a more
competitive environment.While the USA and Japan
have been the number one investors in each's
country for the past four years, today's
announcement will deepen those bonds."
8 FORMER US SEN. FOR PA PAT TOOMEY CARROU TOWNSHIP DEC. 21, 2023
[U. S. Steel) "shareholders consist of Americans of all
stripes. The teachers, firemen, truck drivers, who
have 401(k)s and pension plans invested in
companies including U. S. Steel. [ ... ) This is good for
the steel workers. This is good for steel production.
This is good for the United States. The fact of the
matter is that Nippon Steel would be obligated to
follow al of the labor laws that anyone else is
obligated to, including the negotiations over new
contracts, which is very heavily regulated by the
federal government...! think the union workers ought
to be glad that a larger parent company with greater
resources is going to be there to increase the
likelihood that they stay viable. I think it's a big
mistake for the unions to conclude somehow they're
worse off when it's not at all clear that that's the
case." |
| FROM THE ANALYST AND INVESTMENT COMMUNITY ...
BANK OF AMERICA q ~
Bank of America analysts said,"X stated
that NSC has committed to honor all
labor agreements and would maintain
X's iconic brand name. From an overall
industry perspective. t he deal would
increase competition in the domestic
market (especially auto/electrical steel)
with no material offset from
consolidation."
DECEMBER 18, 2023
INTHE MEDIA
FT
FIN"OiCIAL
T IMES
In the media ... "Japan reasonably
thinks of itself asAmerica·s closest ally
in Asia. It is the host nation of the
largest number of US military outside
t he US itself and a gargantuan
customer of American hardware. Japan
has also recently proved its friendship
many times over - most prominently
by joining t he US in imposing
restrictions on exports of high-end
semiconductor production equipment,
and by directly helpingWashington rally
sign-ups to the lndo-Pacific
EconomicFramework trade deal."
DECEMBER 19, 2023
II
Josh Spoores, steel analyst at CRU
Group, told Yahoo Finance the
announcement could be good news for
buyers. Further consolidation of the US
market would have increased prices and
pushed manufacturers elsewhere, he
said. The deal has the potential to keep
the domestic market competitive. which
could encourage manufacturers to keep
producing in the US and employing US
workers.
DECEMBER 18. 2023
Pl'IT SBURGI I
T RIBUNE-REVIEW
" ... shareholders are not the only
winners. The UnitedSteelworkers will
have their contract honored and a
good-faith bargaining partner in the
combined U. S.Steel-NSC. Pittsburgh
and Pennsylvania get to keep theU. S.
Steel jobs that already were here, and
our state will maintain its primacy in the
American steel industry. Finally, up and
down the steel supply chain. buyers
will have a competitive marketplace
that is not dominated by any one firm.
As inflation continues to be a problem,
a merger that will help keep prices
down is good for consumers."
DECEMBER 19, 2023
Morgan Stanley
Morgan Stanley analysts said, "Given
Nippon has stated it will honor all of
U. S. Steel's commitments with its
employees. including all collective
bargaining agreements in place with the
unions, we believe the requirements for
any transaction to take place will likely
be fulfilled."
DECEMBER 18, 2023
Jlittsburgb Jlost-'6ia..ette
"Jobs are staying in Pennsylvania
instead of leaving. The iconic U. S.
Steel brand will continue instead of
fading away. The United Steelworkers
will continue to represent the
hardworking men and women in a
combined U.S. Steel - Nippon Steel.
Our allied supply chain will be
strengthened and Chinese grip on the
international steel market will be
weakened. What's not to like?"
DECEMBER 20, 2023 |
| Jlittsburgb Jlosl-'6.udte
" ... this deal may be the best outcome
for what was once the world's largest
company, for the Pittsburgh region,
and for the United States ... Nippon has
few operations in the US, so there are
no serious antitrust concerns. For
southwest Pennsylvania, it's unlikely
Nippon just dropped$14 billion - a
huge 40% premium on the market
value - j ust to shut down the Mon
Valley Works. It is more likely that
Nippon values owning an American
integrated steel operation, maybe
even more than U. S. Steel did. Nippon
has also committed to making steel as
cleanly as possible"
DECEMBER 20, 2023
DOWNLOAD PDF .::!:.
"The proposed transaction should
easily pass muster. Large-scale capital
investment by a Japanese company
poses no danger to U.S. national or
economic security, as the relevant
agency - the Committee on Foreign
Investment in theUnited States (CFIUS),
chaired by Treasury Secretary Janet L.
Yellen - has every reason to
conclude ... Japan is a U.S. allyand party
to a mutual defense pact. The two
countries cooperate on the production
of microchips and other sensitive
technologies."
DECEMBER 22. 2023
HERE'S WHAT PEOPLE ARE SAYING ABOUT U. S. STEEL'S TRANSACTION WITH
NIPPON STEEL
There is broad agreement that the transaction with NSC will support customers, employees and communit ies
FROM GOVERNMENT OFFICIALS ...
WILBUR ROSS
FORMER UNITED STATES SECRETARY OF COMMERCE DEC_ 20. 2023
"Nippon Steel is a very high-tech steel company. If anything, they may have better technology than U. S.
Steel.They've pledged to honor the labor contracts, which go through 2026, and they have pledged O carbon by
2050.They're a very, very responsible company and it reminds me back some decades ago when I was at
Rothschild.WP rpprpspntPd !hp Rockpfpllpr 34 trust whpn thpy sold Rock CPntpr to thP .fap;mpsp to Mitsui ;md
everybody said, "Oh my God, the sky is falling. An American icon owned by the Japanese." Well, you know what
the consequences were? Nothing, no consequences, and I don't think there will be any consequences of this." |
| FROM THE ANALYST AND INVESTMENT COMMUNITY ...
II
John C. Tumazos, metals industry
analyst at Very Independent Research,
told Pittsburgh Tribune-Review the
transaction will not trigger mass layoffs
in southwestern Pennsylvania or
encourage new owners to id le mills;
instead, it will create new jobs, spark
investment and invest heavily in
upgrading existing facilities."
Josh Spoores, steel analyst at CRU
Group, said, "I do expect for them (NSC)
to come and invest in some production
lines in the U.S ... I don't think (those
opposing the sale) are seeing the whole
picture. I think they're seeing the old,
iconic image of U. S. Steel and not what
it is today."
James Pinkerton, political analyst, said,
"The news that Nippon Steel wants to
buy U. S. Steel is good news. If money
talks, then this offer from a Japanese
company speaks loudly. It's a vote of
confidence in American manufacturing,
in American workers, and in the United
States itself... Nippon Steel has pledged
to honor collective bargaining
agreements with the United
Steelworkers union. So that's good
news for workers across Pennsylvania
and other states."
DECEMBER 23. 2023
DECEMBER 23, 2023
FROM POLICY EXPERTS ...
SANJAY PATNAIK
DIRECTOR OF THE CENlIR ON REGULATION AND MARKETS AT THE
BROOKINGS INSTITUTION DEC 22. 2023
"I don't see a compelling national security reason to
block it because again, Japan is an ally. And
actually.I've seen some information that if the deal
goes through, the combined joint company could be
a pretty good play on the world market, which would
pose a counterweight to the Chinese steelmakers."
DECEMBER 22. 2023
WILLIAM CHOU
JAPAN FB.LOW AT HUDSON INSTITUTE DEC. 22, 2023
"The sale protects American consumers. Had U. S.
Steel merged with Cleveland-Cliffs, the new company
would have dominated steel supplies for the auto
industry and provided all the steel needed for
electric-vehicle motors.The lack of competition would
likely mean higher EV costs for consumers ... Nippon
Steel plans to maintain U.S.-based production, which
will provide Americans with greater economic
security." |
| INTHE MEDIA
THE
WALL S11U1,1'
JOURNAL
"The merger may enhance U.S.
competitiveness. The $15 billion deal
would create one of the world's top
three steel makers, and it's a direct
investment in U.S.
manufacturing ... Nippon Steel Is likely
to improve U.S. Steel's operations and
efficiency. The company headquarters
will remain in Pittsburgh. Foreign
capital investment in the U.S. is good
for the economy and workers."
DECEMBER 22, 2023
FT
"The acquisition of US Steel by Nippon
Steel is a symbolic deal (both
comp;mi<>s "'" Aftpr nll nnmPd nft<>r
their respective countries, ie "Nippon"
means Japan). It is also symbolic in
terms of competition in global capital
markets, and in the pursuit of scale and
efficiency in the steel industry, as well
as in terms of economic security
between Japan and the US and the
western world."
..IANUl,J ry 2. 2024
Bloomberg
"The upsides of the deal outweigh the
potential drawbacks. The acquisition
would lend US Steel the backing of a
financially stronger patron and create a
steel giant able to hold its own against
China's behemoth producers. It's
highly unlikely that the Pentagon's
needs, which currently account for
about 3%of total US steel shipments,
would be in any way compromised.
Even If Nippon Steel, a private
company, were somehow beholden to
the Japanese government, there's little
reason that Japan would want to
weaken the US military at a time when
it faces growing threats from China and
North Korea"
JAH.JAR'f2,202 |
| "U. S. Steel Merger
Objections Rooted In A
1970s-Era Perspective"
By Ike Brannon
Ike Brannon is a former senior economist for the
United States Treasury and U.S. Congress. He is
president of Capital Policy Analytics, d
consulting firm that does research on issues
related to public policy and financial markets.
Read Full 011-Ed on Forbes
"U. S. Steel and Nippon will
be Good Partners"
By Steve Forbes
Steve Forbes is chairman and editor~111-chief of
Forbes Media.
Read the Full 011-Ed on The WashingJQ!!
Examiner
"Economic illiteracy and
unseemly xenophobia hit
the U.S. Steel deal"
By George F. Will
George F. Will is a columnist at The Washington
Post who writes on politics and domestic and
foreign affairs since 1977. J../e won the Pulitzer
Prize for commenta,y In 1977 and is a regular
contributor to MSNC and NBC News.
Read the Full Column on The Washington
Post
"Nippon Steel's Purchase of
U. S. Steel Will Improve The
Economy"
By Wayne Winegarden
Wayne Winegarden is a Senior Fellow in
Business and Economics at the Pacific Research
Institute and the Director of PRl's Center for
Medical Economics and Innovation whose
research explores the connection between
macroeconomic policies and economic
outcomes, with a focus on the health care and
energy industries. Mr. Winegarden has 25 years
of experience advising Fortune 500 companies,
medium and small businesses. and trade
associations and received his Ph.D. in
economics from George Mason University.
Read Full Op-Ed on Forbes
"Let the watchdogs decide
if a foreign U. S. Steel sale
works for America"
By Marc L. Busch
Marc L. Busch is the Karl F. Landegger Professor
of International Business Diplomacy at the
Walsh School of Foreign Servfce. Georgetown
University, and a global fellow at the Wt/son
Center's Wahba Institute for Strategic
Competition.
Read Full OQ:Ed on The Hill
"Why there's no reason to
worry about the Japanese
takeover of U.S. Steel"
By The Editorial Board
Read Full Editorial on The Washington
Post
"Biden's Foolish Snub of
Nippon Steel"
By William Chou
Mr. Chou is a Japan Chair fellow at the Hudson
Institute.
Read Full 011-Ed on The Wall Street
Journal
"The U. S. Steel Acquisition
Is Good for America"
By Bruce Thompson
Bruce Thompson was a U.S. Senate aide,
assistant secretary of Treasury for legislative
affairs, and the director of government relations
for Merrill Lynch for 22 years.
Read Full OR-Ed on Real Clear Markets
"Biden Shouldn't Block the
Nippon Steel Deal"
By The Editorial Board
Read Full Editorial on Bloomberg |
| "Multinationals urge Janet
Yellen not to let politics stop
US Steel deal"
By Aime Williams
Aime Williams covers foreign policy. trade and
climate for the Financial Times.
Read the Full Article on Financial Times
"They've pledged to honor
the labor contracts, which
go through 2026, and they
have pledged 0 carbon by
2050. They're a very, very
responsible company ... "
Wilbur Ross
Former United States Secretary of
Commerce
Watch Video
"U. S. Steel-NSC Merger a
good deal for workers,
consumers and Pa."
By Ryan Costello
Ryan Costello is a former member of Congress
from Pennsylvania.
Read Full Op-Ed on Trib Live
t Nippon Steel North America (NSNA) is a wholly-owned subsidiary of Nippon Steel Corporation
"This is good for
steelworkers, this is good
for steel production, it's
good for the United States. I
don't get the argument
against it."
Pat Toomey
Former U.S. Senator for Pennsylvania
Watch Video
i,111111 NIPPON STEEL @ Umtell States Steel Privacy Pol icy |
| NIPPON STEEL @ United States Steel
PRESS RELEASE
HOME BENEFITS OF THE TRANSACTION v SUPPORT FOR TNE TRANSACTION NEWSROOM AND MATERIALS CONTACT
NIPPON STEEL CORPORATION INSCJ TO ACQUIRE U.S. STEEL, MOVING FORWARD
TOGETHER AS THE 'BEST STEELMAKER WITH WORLD-LEADING CAPABILITIES'
DECEMBER 18. 2023 |
| INVESTOR PRESENTATION +
TRANSCRIPTS
STAKEHOLDER RESOURCES
NSC INVESTOR CAU TRANSCRIPT
DECEMBER 19, 2023
NSC- U.S. STEEL TRANSACTION INVESTOR CALL TRANSCRIPT
DECEMBER 18. 2023
NSC -U.S. STEEL TRANSACTION INVESTOR PRESENTATION
DECEMBER 18. 2023
ENHANCING US STEEL FACT SHEET [1
OVERVIEW FACT SHEET [1
WHAT PEOPLE ARE SAYING FACT SHEET #1 [1
WHAT PEOPLE ARE SAYING FACT SHEET #2 [1
PROCESS FACT SHEET [1
UNITED STEELWORKERS FACT SHEET [1 |
| FILINGS U.S. STEEL SEC FILINGS ~
PRELIMINARY PROXY STATEMENT ~
JANUARY 24. 2024
DAVE BURRITT LITTER TO EMPLOYEES ~
JANUARY 15, 2024
MERGER AGREEMENT ~
DECEMBER 18, 2023
DAVE BURRITT LITTER TO EMPLOYEES ~
DECEMBER 18, 2023
8-K REGARDING A LETTER TO STOCKHOLDERS FROM DAVE BURRITT ~
AUGUST 29, 2023
LETTER TO STOCKHOLDERS ~
8-K OUTLINING BLA WITH USW ~
AUGUST 22. 2023
ASSOCIATED EMPLOYEE LETTER ~
"' NIPPON STEEL ~ Un1led Stales Steel Pnva Pol c, |
| NIPPON STEEL @ United States Steel HOME BENEFITS OF THE TRANSACTION v SUPPORTFOR THETRANSACTION NEWSROOM IND MATER
IALS CONTACT |
| NSC CONTACTS
MEDIA
Rf contact1ajMii:u~nstee1.com
Kayo Kikuchi
+81-3-6867-2977
kikuchi.26s.kayo_@jr.1.nir.1r.1ons1eel.com
Masato Suzuki
+81-3-6867-2135
suzuki.s4f.masato@jp.niRROnsteel.com
U.S.STEELCONTACTS
MEDIA INVESTORS
Tara Carrara Kevin Lewis
INVESTORS
i@jlW.iRQQnsteel.com
Yuichiro Kaneko
+81-80-9022-6867
kaneko.ys;l;/_uichiro@jr.1.nir.1r.1onsteel.com
Yohei Kato
+81-80-2131-0188
kato.rk5.ymi.ei@jr.i.nir.iRonsteel.com
+1 (412) 433 1300
media@uss.com
+1 (412) 433 6935
klewis@uss.com
Kelly Sullivan / Ed Trissel
+1 (212) 355 4449
GENERAL U.S. MEDIA CONTACTS
INQUIRIES NSCMedia@teneo.com
[U.S.) Robert Mead
Nippon +1 (917) 327 9828
Steel North Robert.Mead@leneo.com
America,
Inc. Monika Driscoll +1 (713) 654 +1 (929) 388 9442 7111 Monika.Driscoll@teneo.com
Tucker Elcock
+1 (917) 208 4652
Tucker.Elcock@teneo.com
" NIPPON STEEL ~ Un1led Slates Steel PllVa~ Pohg |
Additional Information and Where to Find It
This communication relates to the proposed transaction between the
United States Steel Corporation (the “Company”) and Nippon Steel Corporation (“NSC”). In connection
with the proposed transaction, the Company has filed and will file relevant materials with the United States Securities and Exchange Commission
(“SEC”), including the Company’s proxy statement on Schedule 14A (the “Proxy Statement”),
a preliminary version of which was filed with the SEC on January 24, 2024. The information in the preliminary Proxy Statement is not complete
and may be changed. The definitive Proxy Statement will be filed with the SEC and delivered to stockholders of the Company. The Company
may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the Proxy Statement
or for any other document that may be filed with the SEC in connection with the proposed transaction. The proposed transaction will be
submitted to the Company’s stockholders for their consideration. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS
ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT (A PRELIMINARY FILING OF WHICH
HAS BEEN MADE WITH THE SEC), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, NSC AND THE PROPOSED TRANSACTION.
The Company’s stockholders will be able to obtain free copies
of the preliminary Proxy Statement and the definitive Proxy Statement (the latter if and when it is available), as well as other documents
containing important information about the Company, NSC and the proposed transaction once such documents are filed with the SEC, without
charge, at the SEC’s website (www.sec.gov). Copies of the Proxy Statement and the other documents filed with the SEC by
the Company can also be obtained, without charge, by directing a request to United States Steel Corporation, 600 Grant Street, Pittsburgh,
Pennsylvania 15219, Attention: Corporate Secretary; telephone 412-433-1121, or from the Company’s website www.ussteel.com.
Participants in the Solicitation
NSC, the Company and their directors, and certain of their executive
officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect
of the proposed transaction. Information regarding the directors and executive officers of the Company who may, under the rules of the
SEC, be deemed participants in the solicitation of the Company’s stockholders in connection with the proposed transaction, including
a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement, a preliminary
version of which was filed with the SEC on January 24, 2024. Information about these persons is included in each company’s annual
proxy statement and in other documents subsequently filed with the SEC, and was included in the preliminary version of the Proxy Statement
filed with the SEC. Free copies of the Proxy Statement and such other materials may be obtained as described in the preceding paragraph.
Forward-Looking Statements
This communication contains information regarding the Company and NSC
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 future operating or financial results, operating or financial performance,
trends, events or developments that we expect or anticipate will occur in the future, anticipated cost savings, potential capital and
operational cash improvements and changes in the global economic environment, the construction or operation of new or existing facilities
or capabilities, statements regarding our greenhouse gas emissions reduction goals, 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 the Company’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 the Company’s or NSC’s control. It is possible that the
Company’s or NSC’s actual results and financial condition may differ, possibly materially, from the anticipated results and
financial condition indicated in these forward-looking statements. Management of the Company or NSC, 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 the Company’s or NSC’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 timing, receipt and terms and conditions of any required governmental
and regulatory approvals of the proposed transaction; 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”);
the possibility that the Company’s stockholders may not approve the proposed transaction; the risks and uncertainties related to
securing the necessary stockholder approval; 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 the Company’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 the Company’s common stock or NSC’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 the
Company or NSC 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 the Company. The Company directs readers to its Quarterly Report on Form 10-Q for the quarter ended September
30, 2023 and Form 10-K for the year ended December 31, 2023, and the other documents it files with the SEC for other risks associated
with the Company’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. Risks related to NSC’s forward-looking statements include,
but are not limited to, changes in regional and global macroeconomic conditions, particularly in Japan, China and the United States; excess
capacity and oversupply in the steel industry; unfair trade and pricing practices in NSC’s regional markets; the possibility of
low steel prices or excess iron ore supply; the possibility of significant increases in market prices of essential raw materials; the
possibility of depreciation of the value of the Japanese yen against the U.S. dollar and other major foreign currencies; the loss of market
share to substitute materials; NSC’s ability to reduce costs and improve operating efficiency; the possibility of not completing
planned alliances, acquisitions or investments, or such alliances, acquisitions or investments not having the anticipated results; natural
disasters and accidents or unpredictable events which may disrupt NSC’s supply chain as well as other events that may negatively
impact NSC’s business activities; risks relating to CO2 emissions and NSC’s challenge for carbon neutrality; the economic,
political, social and legal uncertainty of doing business in emerging economies; the possibility of incurring expenses resulting from
any defects in our products or incurring additional costs and reputational harm due to product defects of other steel manufacturers; the
possibility that we may be unable to protect our intellectual property rights or face intellectual property infringement claims by third
parties; changes in laws and regulations of countries where we operate, including trade laws and tariffs, as well as tax, environmental,
health and safety laws; and the possibility of damage to our reputation and business due to data breaches and data theft. All information
in this communication is as of the date above. Neither the Company nor NSC undertakes any duty to update any forward-looking statement
to conform the statement to actual results or changes in the Company’s or NSC’s expectations whether as a result of new information,
future events or otherwise, except as required by law.
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