US Steel and Nippon Steel Corporation announce receipt of all non-US regulatory approvals

Approvals are important milestones in completing a transaction

PITTSBURGH, May 30, 2024–(BUSINESS WIRE)–United States Steel Corporation (NYSE: X) (“US Steel”) and Nippon Steel Corporation (“Nippon Steel”) (TSE: 5401) announced that they have received all regulatory approvals outside the United States United States in connection with the proposed transaction between US Steel and Nippon Steel. These authorizations were obtained from the European Commission’s Directorate-General for Competition (in accordance with the EU Merger Regulation and separately with the Foreign Subsidies Regulation), the Mexican Federal Economic Competition Commission, the Serbian Competition Commission, the Ministry of Economy of the Slovak Republic, the Turkish Office Competition. In addition, the UK Competition and Markets Authority has confirmed that in response to the submission of the Voluntary Information Document there are no further questions regarding the proposed transaction.

David B. Burritt, president and CEO of US Steel, commented: “We are pleased with the regulatory approvals received as a clear indication that the transaction with Nippon Steel is pro-competitive and supports the strategic advantages of foreign investment. Together with Nippon Steel, US Steel will to become the world’s leading steel producer with improved technologies and resources to support a stronger steel industry with increased 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 form an even stronger alliance with Japan against China.”

Takahiro Mori, representative director and vice president of Nippon Steel, said: “We appreciate this significant milestone of receiving the regulatory approvals necessary to complete the transaction from all non-U.S. authorities. Our goal in this transaction was clear and consistent – to protect and grow US Steel. We are confident that this transaction will benefit all US Steel stakeholders, including customers, employees, suppliers and communities who, as in previous months, are committed to continuing their business are cooperating with the investigation by the competent authorities and are committed to finalizing the transaction.”

A Special Meeting of Stockholders of US Steel was held on April 12, 2024, at which 71% of the outstanding shares of US Steel common stock voted in favor of the proposed transaction, resulting in an overwhelming vote approving 99% of the shares represented at that meeting.

The story continues

US Steel and Nippon Steel currently expect the transaction to close in the second half of 2024, subject to the satisfaction of other customary closing conditions, including receipt of the required US regulatory approvals.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains information regarding US Steel and Nippon Steel that may constitute “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risk and uncertainty. We intend for forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. Generally, we identify these forward-looking statements by the words “believe”, “expect”, “intend”, “estimate”, “anticipate”, “project”, “target”, “forecast”, “goal”, ” should”, “plan”, “goal”, “future”, “will”, “may” and similar expressions or by the use of future dates in connection with any discussion of, among other things, statements regarding the proposed transaction, including the date of completion of the transaction. However, the absence of these words or similar expressions does not mean that the statement is not forward-looking. Forward-looking statements include all statements that are not historical facts but merely reflect U.S. Steel’s beliefs regarding future objectives, plans and expectations regarding our future prospects and other events, many of which are, by their nature, inherently uncertain and beyond our control US Steel or Nippon Steel and may differ, perhaps materially, from the anticipated events indicated in these forward-looking statements. The management of U.S. Steel or Nippon Steel, respectively, believes that these forward-looking statements are reasonable as of the date they are made. However, you should exercise caution not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Additionally, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the historical experience of US Steel or Nippon Steel and our current expectations and projections. Risks and uncertainties include, but are not limited to: the ability of the parties to complete the proposed transaction on a timely or complete basis; the timing, receipt and terms of any required governmental and regulatory approvals for the proposed transaction; the occurrence of any event, change or other circumstance that could result in 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 be unable to meet the terms of the proposed transaction on a timely basis or at all; risks associated with management time being removed from ongoing business operations in connection with the proposed transaction; certain limitations during the term of the proposed transaction that may affect US Steel’s ability to pursue certain business opportunities or strategic transactions; the risk that any announcements regarding the proposed transaction may have an adverse effect on the market price of US Steel common stock, Nippon Steel common stock or American depositary receipts; the risk of unexpected costs or expenses arising from the proposed transaction; risk of litigation relating to the proposed transaction; the risk that the proposed transaction and its announcement may have an adverse effect on US Steel’s or Nippon Steel’s ability to retain customers and retain and employ key personnel and relationships with customers, suppliers, employees, shareholders and other business relationships, as well as its results of operations and activities in general; and the risk that the pending proposed transaction may divert the attention of U.S. Steel’s management. US 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 to other documents it files with the SEC in connection with other risks related to USA Steel 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 American steel

Founded in 1901, United States Steel Corporation is a leading steel producer. By focusing on safety, US Steel’s customer-centric Best for All® strategy ensures a safer and more sustainable future for US Steel and its stakeholders. With a renewed emphasis on innovation, US Steel serves the automotive, construction, appliance, energy, container and packaging industries with high-value-added steel products such as US Steel’s patented XG3® advanced high-strength steel. US Steel also maintains competitive iron ore production and has an annual crude steel production capacity of 22.4 million net tons. US Steel is headquartered in Pittsburgh, Pennsylvania, with world-class facilities operating throughout the United States and Central Europe. More information can be found at www.ussteel.com.

About Nippon Steel

Nippon Steel is Japan’s largest steel producer and one of the world’s leading steel producers. Nippon Steel has a global crude steel production capacity of approximately 66 million tonnes and employs approximately 100,000 people worldwide. Nippon Steel’s manufacturing base is located in Japan, and the company has a presence in 15 additional countries, including: the United States, India, Thailand, Indonesia, Vietnam, Brazil, Mexico, Sweden, China and others. Nippon Steel established a joint venture in the United States about 40 years ago and has focused on building strong and collaborative relationships with employees, unions, suppliers, customers and communities. As a “Top Steel Manufacturer with World-Leading Capabilities,” Nippon Steel leverages world-leading technologies and manufacturing capabilities and contributes to society by providing excellent products and services. More information can be found at: https://www.nipponsteel.com.

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Communication

Media contacts:
Contacts made of American steel
Tara Carraro
Senior Vice President, Chief Communications Officer at US Steel
T-412-433-1300
[email protected]

Kelly Sullivan/Ed Trissel
Joele Frank, Wilkinson Brimmer Katcher
T-212-895-8600

Emily Chieng
Investor Relations Specialist, US Steel
T – (412) 618-9554
E – [email protected]

Nippon steel contacts
Media
[email protected]
Kayo Kikuchi / +81-3-6867-2977 / [email protected]
Masato Suzuki / +81-3-6867-2135 / [email protected]

Investors
[email protected]
Yuichiro Kaneko / +81-80-9022-6867 / [email protected]
Yohei Kato / +81-80-2131-0188 / [email protected]

General Inquiries (US)
Nippon Steel North America, Inc. / +1 (713) 654 7111

Media contacts in the USA
[email protected]
Robert Mead / +1 (917) 327 9828 / [email protected]
Monika Driscoll / +1 (929) 388 9442 / [email protected]
Tucker Elcock / +1 (917) 208 4652 / [email protected]