Ancora Releases Presentation on U.S. Steel

Rhea-AI Summary

Ancora Holdings Group, a stockholder of United States Steel (NYSE: X), has released a presentation outlining their strategy for U.S. Steel stockholders ahead of the 2025 Annual Meeting scheduled for May 6, 2025. The presentation features Ancora's nominees, including CEO candidate Alan Kestenbaum, who they believe represent the best opportunity for stockholders in case of a potential standalone future.

Ancora has emphasized that neither they nor their director candidates intend to obstruct the $55 per share transaction with Nippon Steel They have requested a delay of the Annual Meeting until after June 18, 2025, to await the outcome of a 45-day review by the Committee on Foreign Investment in the United States regarding the proposed merger.

Positive

• Potential $55 per share merger value for stockholders

Negative

• Uncertainty around CFIUS approval of Nippon Steel merger
• Potential delays in merger completion due to regulatory review

Insights

Corporate Governance Specialist

This proxy contest at U.S. Steel represents a significant strategic development with material implications for shareholders. Ancora Holdings is executing a sophisticated dual-track approach by launching a full board slate challenge while simultaneously stating they won't obstruct the $55 per share Nippon Steel acquisition.

The current $10.50 gap between U.S. Steel's $44.50 trading price and the $55 offer price signals the market's assessment of meaningful regulatory risk. The Committee on Foreign Investment's (CFIUS) ongoing 45-day review creates a critical uncertainty window that Ancora is strategically leveraging.

Ancora's push to delay the May 6th Annual Meeting until after the June 18th CFIUS decision reveals their tactical positioning. By requesting this postponement, they're creating optionality for shareholders – support for their slate becomes more valuable if the Nippon deal faces regulatory rejection.

What's particularly noteworthy is Ancora's deliberate positioning as "union-friendly" in their messaging, addressing a key stakeholder concern in any potential standalone scenario. Their CEO candidate, Alan Kestenbaum, adds credibility to their alternative path forward.

For investors, this creates a complex risk calculation: either back current management who secured the premium offer but face uncertainty about closing, or support Ancora's slate as insurance against regulatory failure. This proxy contest effectively transforms a straightforward acquisition into a more nuanced investment decision with multiple potential outcomes.

M&A Analyst

Ancora's proxy contest introduces a critical variable into the Nippon Steel acquisition equation. While they claim not to oppose the $55 per share transaction, their campaign effectively creates a parallel track should regulatory approval fail.

The current market implied probability of deal failure sits around 19%, based on the spread between the $44.50 trading price and $55 offer. This significant gap reflects substantial regulatory uncertainty, particularly around CFIUS review, which has become increasingly stringent on transactions involving critical infrastructure and national security concerns.

Ancora's timing strategy is particularly astute – by pushing to delay the shareholder vote until after the CFIUS determination, they're positioning their slate to capitalize on potential deal breakdown. Their "Make US Steel Great Again" campaign slogan deliberately evokes nationalist sentiment that mirrors the political headwinds facing foreign acquisition of this strategic asset.

From a merger arbitrage perspective, investors now face a modified risk profile. Beyond the traditional binary outcome of deal completion/termination, a third scenario emerges where deal failure leads to an Ancora-controlled board. This transforms the investment thesis from pure merger arbitrage to a more complex probability tree with distinct valuation implications for each branch.

Ancora's moves represent sophisticated activist positioning – they've created leverage without explicitly opposing a premium transaction, while establishing a credible alternative path with their CEO candidate. This multidimensional strategy increases their influence regardless of the deal's ultimate outcome.

Presentation Includes Extensive Detail on the Ancora Slate’s Win-Win Strategy for Stockholders

Visit www.MakeUSSteelGreatAgain.com to Download the Presentation

CLEVELAND--(BUSINESS WIRE)-- Ancora Holdings Group, LLC (collectively with its affiliates, “Ancora” or “we”), a stockholder of United States Steel Corporation (NYSE: X) (“U.S. Steel” or the “Company”), today issued a presentation highlighting why Ancora’s nominees – including CEO candidate Alan Kestenbaum – represent stockholders’ best opportunity to prepare U.S. Steel for a potential standalone future at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) scheduled for May 6, 2025.

As a reminder, Ancora and its director candidates have no intention of standing in the way of the $55 per share transaction. Ancora has also called for a delay of U.S. Steel’s Annual Meeting until after June 18, 2025, to allow for stockholders to learn the outcome of the new 45-day review of the Company’s proposed merger with Nippon Steel Corporation by the Committee on Foreign Investment in the United States. There is no legitimate reason for U.S. Steel to rush to hold its Annual Meeting before the governmental review concludes.

For information on how to vote for Ancora’s full slate on the GOLD universal proxy card, visit www.MakeUSSteelGreatAgain.com.

About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora’s comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. Ancora Alternatives is the alternative asset management division of Ancora Holdings Group, investing across three primary strategies: activism, multi-strategy and commodities. For more information about Ancora Alternatives, please visit www.ancoraalts.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250408053107/en/

Longacre Square Partners LLC

Greg Marose / Ashley Areopagita, 646-386-0091

gmarose@longacresquare.com / aareopagita@longacresquare.com



Saratoga Proxy Consulting LLC

John Ferguson / Joseph Mills, 212-257-1311

info@saratogaproxy.com

Source: Ancora Holdings Group, LLC

FAQ

What is the proposed share price for U.S. Steel (X) in the Nippon Steel merger?

The proposed transaction price is $55 per share.

When is U.S. Steel's (X) 2025 Annual Meeting scheduled?

The Annual Meeting is currently scheduled for May 6, 2025.

What is Ancora requesting regarding U.S. Steel's (X) Annual Meeting?

Ancora is requesting a delay until after June 18, 2025, pending the CFIUS review of the Nippon Steel merger.

Who is Ancora's proposed CEO candidate for U.S. Steel (X)?

Alan Kestenbaum is Ancora's proposed CEO candidate.