Nippon Steel and U. S. Steel Request Court to Set Aside President Biden’s Block of the Companies’ Partnership

Rhea-AI Summary

Nippon Steel (TSE: 5401) and U. S. Steel (NYSE: X) have jointly filed a legal brief challenging President Biden's block of their proposed $14.9 billion merger. The Companies argue that the President's decision was politically motivated rather than based on national security concerns, leading to what they describe as a 'sham review' by the Committee on Foreign Investment in the United States (CFIUS).

The litigation will proceed on an expedited schedule, with briefing to be completed by March 17. The Companies maintain that their partnership would enhance U.S. national security, protect workers, revitalize jobs in steel communities, and create an American steel champion capable of competing against China. The deal would offer $55 per share to U. S. Steel stockholders and ensure significant capital investments and technology sharing.

Positive

• Merger would provide $55 per share to U. S. Steel stockholders
• Deal includes significant capital investments and technology sharing commitments
• Partnership aims to strengthen competitive position against China

Negative

• Legal challenge could delay or prevent the $14.9 billion merger completion
• Presidential block creates significant regulatory uncertainty
• Political opposition to the deal may affect shareholder value

Insights

Legal and M&A Expert

This legal challenge represents an unprecedented confrontation between major steel producers and the U.S. executive branch, with far-reaching implications for foreign investment in critical U.S. industries. The expedited court schedule suggests significant urgency, likely driven by deal financing considerations and market uncertainties.

The companies' argument that the CFIUS review was a "sham" faces substantial legal hurdles, as courts historically give strong deference to executive branch national security determinations. However, if the companies can prove political motivation superseded legitimate security concerns, it could create a landmark precedent for future CFIUS challenges.

Key considerations for investors include:

• The $55 per share offer remains substantially above current market prices, indicating significant investor skepticism about the deal's prospects
• The litigation creates three potential scenarios: deal approval through legal victory, a negotiated compromise with additional conditions, or a complete block leading to potential deal termination
• Even if unsuccessful, this challenge could pressure the administration to articulate more specific national security concerns, potentially creating a roadmap for future foreign investments in U.S. steel assets

The outcome will likely influence not just steel industry consolidation, but also broader U.S.-Japan economic relations and the framework for foreign investment in strategic U.S. industries. The case highlights the increasing complexity of balancing national security concerns with the globalization of critical industries.

Steel Industry Analyst

This legal battle epitomizes the tension between industrial modernization needs and national security concerns in the U.S. steel sector. The proposed merger would create a technologically advanced steel producer combining Nippon Steel's cutting-edge manufacturing processes with U.S. Steel's extensive American operations.

Strategic industrial implications include:

• Technology transfer potential, particularly in advanced high-strength steel production and electric arc furnace optimization
• Enhanced competitiveness against Chinese producers through combined R&D capabilities and operational scale
• Significant capital investment commitments that could modernize aging U.S. facilities
• Potential ripple effects on other U.S. steel producers' competitiveness and consolidation strategies

The outcome of this litigation could reshape the landscape for foreign investment in U.S. industrial assets, particularly in sectors deemed critical to national security. The steel industry's modernization needs must be balanced against strategic autonomy concerns, setting a precedent for future cross-border industrial partnerships.

TOKYO & PITTSBURGH--(BUSINESS WIRE)-- Nippon Steel Corporation (“Nippon Steel”) (TSE: 5401), together with its wholly owned subsidiary Nippon Steel North America, Inc. (“NSNA”), and United States Steel Corporation (“U. S. Steel”) (NYSE: X) (collectively, the “Companies”) today jointly filed their opening brief in their action against former President Biden and his political appointees at the Committee on Foreign Investment in the United States (“CFIUS”) to invalidate their unlawful actions in connection with the block of the $14.9 billion merger agreed between the Companies (the “Transaction”).

The brief, filed in the U.S. Court of Appeals for the District of Columbia Circuit, sets forth the legal and factual grounds for the Companies’ lawsuit, detailing how President Biden made a predetermined decision for political reasons, not national security, causing CFIUS to engage in a sham review of the Transaction so that he could block it.

The opening brief filed today is an important step towards vindicating the Companies’ commitment to the Transaction. The CFIUS litigation will continue on the expedited basis already established by the Court, with briefing to be completed by March 17 and oral argument to follow.

The Companies today commented:

The Companies remain steadfast that the Transaction will enhance, not threaten, United States’ national security, protect U. S. Steel workers, revitalize jobs in communities that rely on American steel and make American Steel bigger and better. Only the Companies’ partnership will deliver $55 per share to U. S. Steel stockholders and guarantee the significant capital investments and technology sharing needed to ensure a strong U. S. Steel for generations to come. Importantly, it would create an American steel champion that is well-positioned to compete against China.

*For more information about this litigation, please refer to the press release on January 6, 2025.
https://www.nipponsteel.com/common/secure/en/news/20250106_200.pdf

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”); risks arising from transaction-related litigation, either brought by or against the parties; 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 and related litigation; 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 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, 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250203153295/en/

U. S. Steel Contacts

Media

Corporate Communications

+1 (412) 433 1300 / media@uss.com



Joele Frank, Wilkinson Brimmer Katcher

Kelly Sullivan and Ed Trissel / +1 (212) 355 4449



Investors

Emily Chieng / +1 (412) 618 9554 / ecchieng@uss.com



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

Source: United States Steel Corporation

FAQ

What is the value of the blocked Nippon Steel-U. S. Steel (X) merger?

The blocked merger between Nippon Steel and U. S. Steel (X) is valued at $14.9 billion.

How much per share would U. S. Steel (X) shareholders receive in the proposed merger?

U. S. Steel (X) shareholders would receive $55 per share under the proposed merger terms.

When will the CFIUS court briefing for U. S. Steel (X) merger be completed?

The CFIUS court briefing is scheduled to be completed by March 17, with oral arguments to follow.

What are the main arguments in Nippon Steel and U. S. Steel's (X) legal challenge?

The companies argue that President Biden's decision was politically motivated rather than based on national security concerns, and that CFIUS conducted a sham review of the transaction.