U. S. Steel Stockholders Approve Transaction with Nippon Steel Corporation (NSC)

Rhea-AI Summary

United States Steel (NYSE: X) stockholders approve merger with Nippon Steel , creating 'Best Steelmaker with World-Leading Capabilities'. Over 98% of shares voted in favor, representing a significant step towards completion of the transaction.

Insights

Market Research Analyst

The merger between United States Steel Corporation and Nippon Steel Corporation marks a significant event within the steel industry. The sector is traditionally cyclical, often directly linked to broader economic trends, such as construction and automotive demand. A merger of this scale is poised to reshape market dynamics by potentially altering the competitive landscape, supply chains and pricing power.

From a market standpoint, the combined entity aims to create a more robust competitive force, particularly against unfair competition cited from regions like China. Strengthened capabilities and technological innovation could also position the new company as a front-runner in the production of greener steel—a growing segment due to increased environmental regulations and a shift towards sustainable practices. The potential for enhanced efficiency and cost-savings through economies of scale is substantial.

However, investors and stakeholders should monitor integration risks and the possible impact on pricing and supply within the North American market and globally. The consolidation of two large players could invite regulatory scrutiny, particularly concerning antitrust laws and this process could impact the timeline and finalization of the merger.

Financial Analyst

With over 98% of voting shares backing the merger, this signals a strong consensus among U. S. Steel stockholders that the merger is expected to yield positive financial outcomes. The anticipation of these synergies may spark investor optimism, potentially affecting the stock's performance in the short to medium term.

It’s important to contextualize this merger within the steel industry's fundamental financial metrics, such as EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) margins and CapEx (Capital Expenditures) requirements. Given U. S. Steel's commitment to invest in greener steel and the potential cost advantages of the merger, there could be positive implications for the company’s long-term financial health, including margin improvement and better capital allocation.

However, the cost and complexity of such a transaction should not be underestimated. Investors should consider the one-time costs of the merger, potential financing requirements and the long-term debt profile of the combined company. Transparency in the final voting results and subsequent regulatory filings will be key for evaluating the full financial impact.

Legal Expert

In transactions of this magnitude, the legal framework surrounding both antitrust and cross-border consolidation will be areas of close examination. The commitment to maintain the U. S. Steel name and its Pittsburgh headquarters suggests a strategy to appease potential domestic regulatory concerns about preserving American industry and jobs. However, the international component introduces a layer of complexity, as both U.S. and Japanese regulations, as well as potentially other jurisdictions, come into play.

The involvement of top-tier legal advisors like Milbank LLP and Wachtell, Lipton, Rosen & Katz indicates a proactive approach to navigating the legal intricacies of this deal. Stakeholders should anticipate a thorough regulatory review, which will assess the transaction's implications on competition and market health. The approval of the merger by the stockholders is just one step in a multi-stage process that includes regulatory compliance and may influence the operational aspects and finalization timeline of the deal.

Combination Will Create “Best Steelmaker with World-Leading Capabilities”

Stockholders’ Approval Represents Key Milestone Toward Completion of Transaction

PITTSBURGH--(BUSINESS WIRE)-- 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.

View source 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

Source: United States Steel Corporation

FAQ

What is the outcome of the United States Steel (NYSE: X) stockholders' special meeting regarding the merger with Nippon Steel ?

United States Steel stockholders overwhelmingly voted in favor of the proposed merger with Nippon Steel , with over 98% of shares voted in favor.

Who commented on the stockholders' vote results for the merger between United States Steel (NYSE: X) and Nippon Steel ?

David B. Burritt, President & Chief Executive Officer of U. S. Steel, commented on the vote results, stating that the support from stockholders is a clear endorsement of the compelling rationale for the transaction with NSC.

Which financial advisors are assisting United States Steel (NYSE: X) in the merger with Nippon Steel ?

Barclays Capital Inc., Goldman Sachs & Co. , and Evercore Inc. are serving as financial advisors to U. S. Steel in the merger with Nippon Steel