Approvals are Significant Milestones for
Completion of the Transaction
United States Steel Corporation (NYSE: X) (“U. S. Steel”) and
Nippon Steel Corporation (“Nippon Steel”) (TSE: 5401) announced
that they have received all regulatory approvals outside of the
United States related to the proposed transaction between U. S.
Steel and Nippon Steel. These approvals have been received from the
Directorate-General for Competition of the European Commission
(pursuant to the EU Merger Regulation and, separately, the Foreign
Subsidies Regulation), the Mexican Federal Economic Competition
Commission, the Serbian Competition Commission, the Ministry of
Economy of Slovakia, the Turkish Competition Authority. In
addition, the United Kingdom Competition and Markets Authority
confirmed that it had no further questions regarding the proposed
transaction in response to the submission of a voluntary briefing
paper.
David B. Burritt, President & Chief Executive Officer of U.
S. Steel, commented, “We are pleased with the regulatory approvals
received, as they are a clear indication that the transaction with
Nippon Steel is pro-competitive and supports the strategic merits
of foreign investment. Together with Nippon Steel, U. S. Steel will
become a world-leading steelmaker with enhanced technologies and
resources to support a stronger steel industry with enhanced
competition. This deal is the best deal for American steel, the
best deal for American jobs and the best deal for America’s ability
to create an even stronger alliance with Japan against China.”
Takahiro Mori, Representative Director and Vice Chairman of
Nippon Steel, said, “We appreciate this significant milestone of
receiving regulatory approvals necessary to consummate the
transaction from all non-U.S. authorities. Our goal for this
transaction has been clear and consistent – to protect and grow U.
S. Steel. We are confident that this transaction will be for the
benefit of all of U. S. Steel’s stakeholders, including customers,
employees, suppliers, and communities. U. S. Steel and Nippon Steel
are committed to, as in the months past, continuing to fully
cooperate with the examination of the relevant authorities and are
determined to complete the transaction.”
U. S. Steel held a Special Meeting of Stockholders on April 12,
2024, with 71% of the outstanding shares of U. S. Steel common
stock voting in favor of the proposed transaction, resulting in an
overwhelming vote of approval of 99% of the shares represented at
that meeting.
U. S. Steel and Nippon Steel currently expect that the
transaction will be completed in the second half of 2024, subject
to the fulfillment of the remaining, customary closing conditions,
including the receipt of required U.S. regulatory approvals.
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
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 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 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 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 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.
About U. S. Steel
Founded in 1901, United States Steel Corporation is a leading
steel producer. With an unwavering focus on safety, U. S. Steel’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. U. S. Steel
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.
About Nippon Steel
Nippon Steel is Japan’s largest steelmaker and one of the
world’s leading steel manufacturers. Nippon Steel has a global
crude steel production capacity of approximately 66 million tonnes
and employs approximately 100,000 people in the world. Nippon
Steel’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. Nippon Steel 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,’ Nippon Steel 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.
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Media Contacts: U. S. Steel 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
Nippon Steel Contacts Media
pr_contact@jp.nipponsteel.com Kayo Kikuchi / +81-3-6867-2977 /
kikuchi.26s.kayo@jp.nipponsteel.com Masato Suzuki / +81-3-6867-2135
/ suzuki.s4f.masato@jp.nipponsteel.com
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 Monika Driscoll / +1 (929)
388 9442 / Monika.Driscoll@teneo.com Tucker Elcock / +1 (917) 208
4652 / Tucker.Elcock@teneo.com
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