Combination Will Create “Best Steelmaker with
World-Leading Capabilities”
Stockholders’ Approval Represents Key Milestone
Toward Completion of Transaction
Following the special meeting of stockholders (the “Special
Meeting”) held earlier today, United States Steel Corporation
(NYSE: X) (“U. S. Steel”) announced that, based on the preliminary
vote count, U. S. Steel stockholders overwhelmingly voted to
approve the proposed merger with Nippon Steel Corporation (NSC)
(TSE: 5401). More than 98% of the shares voted at the Special
Meeting, representing approximately 71% of the shares of U. S.
Steel common stock issued and outstanding as of the record date for
the Special Meeting, were voted in favor of the proposal to adopt
the merger agreement.
David B. Burritt, President & Chief Executive Officer of U.
S. Steel commented on the vote,
“The overwhelming support from our stockholders is a clear
endorsement that they recognize the compelling rationale for our
transaction with NSC. This is an important milestone as we progress
toward completing the transaction. We are one step closer to
bringing together the best of our companies and moving forward
together as the ‘Best Steelmaker with World-Leading
Capabilities.’
This transaction truly represents the best path forward for all
of U. S. Steel’s stakeholders – union and non-union employees,
customers, communities and stockholders – and for the United States
and our home in Pennsylvania. By creating the best steelmaker in
the world, we will have a stronger company to sustain our talented
employees and fulfill all commitments to them, including all of the
obligations under the agreements in place with our unions. We will
deliver enhanced capabilities and innovations for our customers in
the United States and globally, and be able to invest in greener
steel to meet our climate commitments. And we will maintain the U.
S. Steel name and Pittsburgh headquarters, with even more capital
to invest in Pennsylvania.
This transaction will make U. S. Steel and the domestic steel
industry stronger and more competitive, enhancing the legacy of
steel that is mined, melted and made in America, in the face of
unfair competition from China.”
U. S. Steel will disclose the final, certified voting results on
a Form 8-K with the U.S. Securities and Exchange Commission when
they are available.
Barclays Capital Inc., Goldman Sachs & Co. LLC and Evercore
Inc. are serving as financial advisors to U. S. Steel. Milbank LLP
and Wachtell, Lipton, Rosen & Katz are acting as legal
advisors.
About U. S. Steel
Founded in 1901, United States Steel Corporation is a leading
steel producer. 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 such as U. S.
Steel’s proprietary XG3® advanced high-strength steel. The Company
also maintains competitively advantaged iron ore production and has
an annual raw steelmaking capability of 22.4 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.
Forward-Looking Statements
This release 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 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
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 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;
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. All information in
this communication is as of the date above. The Company does not
undertake any duty to update any forward-looking statement to
conform the statement to actual results or changes in the Company’s
expectations whether as a result of new information, future events
or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240412512822/en/
Media Contacts:
Tara Carraro Senior Vice President, Chief Communications
Officer, U. S. Steel T- 412-433-1300 E- media@uss.com
Kelly Sullivan / Ed Trissel Joele Frank, Wilkinson
Brimmer Katcher T- 212-895-8600
Emily Chieng Investor Relations Officer, U. S. Steel T –
(412) 618-9554 E – ecchieng@uss.com
Scott Winter / Gabrielle Wolf Innisfree M&A
Incorporated T - 212.750.5833
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