The acquisition of U.S. Steel (X) by Nippon Steel for $14.9 billion or $55 per share in cash.

Expected to close in the third quarter of 2024 for a closing value of $14.9 billion. Upon completion of the merger, U.S. Steel shareholders will receive $55.00 in cash.

Merger Agreement

U.S. Steel Investor Relations

Nippon Steel Investor Relations

Termination Fee: $565 million

Outside Date: September 18, 2024 with potential extensions to March 18, 2025 and June 18, 2025.

Update(s):

December 19, 2023: Japanese takeover of iconic U.S. Steel sees bipartisan opposition. Several Senators are also voicing opposition like Pennsylvania's John Fetterman, and Republican Senator J. D. Vance of Ohio.

December 21, 2023: White House believes the acquisition of U.S. Steel (X) by Nippon Steel warrants serious scrutiny.

January 5, 2024: Japan's top steelmaker Nippon Steel is confident of successfully completing its planned acquisition of U.S. Steel (X), despite opposition from labour union and certain U.S. senators, its president said on Friday.

January 11, 2024: According to WSJ, The Biden administration is preparing to dig into the deal to sell US Steel (X) to Nippon Steel. Lawyers for U.S. Steel and Nippon Steel have consulted several times with Treasury Department officials, beginning the morning the transaction was announced last month. The phone and email exchanges have focused on the process for filing with the Committee on Foreign Investment in the U.S., a Treasury-led interagency panel that has the power to recommend the president block deals if they pose a national security threat.

January 24, 2024: According to the preliminary proxy statement filed, the completion of the acquisition of U.S. Steel (X) by Nippon Steel requires the following approvals:

i) the waiting period applicable to the merger under the HSR Act should have expired or been terminated 

ii) CFIUS approval

iii) regulatory approvals in the European Union, Mexico, Slovakia, Turkey, the United Kingdom, Canada and Serbia

January 30, 2024: Japan's three megabanks Sumitomo Mitsui Financial Group, Mitsubishi UFJ Financial Group and Mizuho Financial Group plan to lend Nippon Steel a combined $16 billion for its planned acquisition of U.S. Steel (X).

February 22, 2024: According to Bloomberg, President Joe Biden’s administration is examining Nippon Steel’s connections to China, a potential stumbling block for the Japanese giant’s politically contentious deal to acquire American rival United States Steel (X).

March 12, 2024: United States Steel (X) announced that the special meeting of shareholders will be held on April 12, 2024.

March 13, 2024: According to Bloomberg, President Joe Biden is expected to soon release a statement of concern about Nippon Steel Corp.’s proposed purchase of United States Steel Corp. (X).

March 14, 2024: According to Bloomberg, Nippon Steel Corp. has affirmed its commitment to finalize the purchase of United States Steel Corp.(X), following President Joe Biden's declaration urging the company to remain under American ownership.

April 3, 2024: According to Reuters, the Union representing employees of United States Steel Corp.(X) said that it would not support Japanese firm Nippon Steel's draft agreement to gain support for its takeover of the U.S. company. The Union also said that while Nippon has made several commitments, including not laying off employees through September 1, 2026 and defending U.S. Steel against unfair foreign trade, the letter "does not provide a meaningful basis for a resolution of the ongoing dispute."

April 9, 2024: Nippon Steel filed with the European Commission for its acquisition of U.S. Steel (X). The European antitrust regulator has set the provisional deadline as May 17, 2024.

April 10, 2024: According to Politico, the U.S. Justice Department has opened up an in-depth antitrust investigation of Nippon Steel’s $14.1 billion takeover of U.S. Steel (X).

April 12, 2024: Shareholders of United States Steel (X) approved the company's merger with Nippon Steel at the special meeting of shareholders.

May 2, 2024: United States Steel (X) and Nippon Steel Corporation received, and are working to respond to, a request for additional information and documentary materials (Second Request) from the U.S. Department of Justice in connection with the antitrust review of the merger under the HSR Act. The Company currently expects that the merger will be completed in the second half of 2024.

May 6, 2024: The European Commission gives approval to the acquisition of U.S. Steel (X) by Nippon Steel, saying that the deal does not raise any competition concerns.

May 9, 2024: According to the Financial Times, Nippon Steel reiterated its plan to close the purchase of U.S. Steel (X) by year-end, and said it anticipates "calmer discussions" with unions after the U.S. presidential election in November.

May 9, 2024: Nippon Steel announced that it plans to raise as much as 250 billion yen ($1.6 billion) via bond sales and loans, pushing ahead with debt fundraising, to strengthen the financial foundation in anticipation of the expected acquisition of U.S. Steel (X).

May 9, 2024: According to Reuters, the White House said that President Joe Biden remains determined to make sure U.S. Steel Corp (X) remains in American hands. Three Republican senators wrote to the Democratic president earlier, calling on him to use emergency powers to block the sale of the Pittsburgh-based company to Japan's Nippon Steel.

May 18, 2024: According to Reuters, Japan's Nippon Steel said its vice chairman, Takahiro Mori, a key negotiator for its planned purchase of U.S. Steel (X), will travel to the United States next week to meet stakeholders as part of continued efforts to complete the deal.

May 30, 2024: U.S. Steel (X) and Nippon Steel announced that they have received all regulatory approvals outside of the United States related to their proposed merger. The companies expect to complete the merger in the second half of 2024.

June 8, 2024: According to Reuters, Nippon Steel Vice Chairman Takahiro Mori met with U.S. Steel's (X) employees and community leaders this week to gain a better understanding of its proposed acquisition of the U.S. company and saw a positive reaction. Mori held talks with employees of the U.S. Steel's plants in Gary Indiana and Mon Valley, Pennsylvania, outlining the Japanese steelmaker's plans, including commitments to jobs and investments on blast furnaces.

June 25, 2024: U.S. Democratic Senators Sherrod Brown, Bob Casey, and John Fetterman sent a letter urging the Biden administration to issue an executive order blocking the acquisition of U.S. Steel (X) by Nippon Steel, as the deal would destabilize America’s trade enforcement system – and in the process threaten American industry, workers, and national security.

July 3, 2024: According to Reuters, Nippon Steel's vice chairman Takahiro Mori plans to return to the United States again next week to discuss its proposed acquisition of U.S. Steel (X). Mori will travel to several states where U.S. Steel operates and meet with local officials, community leaders, and workers.

July 19, 2024: According to Bloomberg, Nippon Steel has hired former U.S. Secretary of State Mike Pompeo to help complete a proposed purchase of United States Steel (X). Pompeo, who served as the top American diplomat under Trump, will be an adviser to the Japanese company for its $14.9 billion purchase. The deal’s fate is unclear as it undergoes a national security review and faces opposition by the United Steelworkers union.

July 30, 2024: Reuters reported that Pennsylvania Governor Josh Shapiro said that he cannot support Nippon Steel's bid to buy U.S. Steel (X) in its current form because the United Steelworkers union is unhappy with the merger.

August 19, 2024: Reuters reported that Republican presidential candidate Donald Trump reiterated a promise to block Nippon Steel's planned purchase of U.S. Steel (X). "I will stop Japan from buying United States Steel," Trump said. "They shouldn't be allowed to buy it."

August 28, 2024: Nippon Steel announced their plans to invest over $1 billion to upgrade US Steel's (X) Mon Valley Works, focusing on enhancing the hot strip mill and other facilities, contingent on completing its acquisition of the company. Additionally, Nippon Steel will invest around $300 million to revamp blast furnace #14 at Gary Works, extending its operational life by up to 20 years. These investments are in addition to a previously committed $1.4 billion for maintenance and capital improvements across existing facilities.

August 29, 2024: Reuters reported that Nippon Steel Vice Chairman Takahiro Mori gained the support of Minnesota Governor Tim Walz for the takeover of U.S. Steel (X) when they met in June, though he has not commented on the deal since becoming the Democratic vice presidential candidate. "Walz welcomed investment in Minnesota and showed a very strong interest in U.S.-Japan relations," Mori said in an interview, adding Walz expressed his support to the acquisition deal at the time.

September 2, 2024: WSJ reported that Vice President Kamala Harris opposed Nippon Steel’s pending purchase of U.S. Steel (X). Harris visited Pittsburgh for the Labor Day holiday with President Biden, where she said that U.S. Steel should remain domestically owned and operated, mirroring the stance shared months earlier by the president. “U.S. Steel is a historic American company and it is vital for our nation to maintain strong American steel companies,” Harris said.

September 3, 2024: Reuters reported that Japan's biggest steelmaker Nippon Steel, which is seeking to acquire U.S. Steel (X), said if its purchase goes ahead core senior management as well as a majority of board members at the U.S. company would be U.S. citizens. Nippon Steel said that U.S. citizens would make up the majority of the board of directors of U.S. Steel which will also include three independent directors who would be U.S. citizens as well. Core senior management members would be U.S. citizens too. U.S. Steel would be owned by Nippon Steel North America, a New York-based unit of the Japanese steelmaker which has been operating in the U.S. for over 50 years.

September 4, 2024: WSJ reported that U.S. Steel’s (X) chief executive said the company would close steel mills and likely move its headquarters out of Pittsburgh if its planned sale to Nippon Steel collapses. CEO David Burritt said that the nearly $3 billion that Japan-based Nippon Steel has pledged to invest in the Pittsburgh company’s older mills is critical to keeping them competitive and maintaining workers’ jobs. “We wouldn’t do that if the deal falls through,” Burritt said in an interview. “I don’t have the money.”

September 4, 2024: Reuters reported that U.S. President Joe Biden is preparing to block Nippon Steel's acquisition of U.S. Steel (X). The Biden administration told Nippon Steel in a letter on Saturday that its $14.9 billion acquisition of U.S. Steel would pose a national security risk by harming the American steel industry, adding to evidence the U.S. is poised to block it. In the letter, the Committee on Foreign Investment in the United States (CFIUS) said the deal would damage American steel production and decrease the likelihood that U.S. Steel would continue to aggressively seek trade remedies. "The committee has identified risks to the national security of the United States arising as a result of the transaction," the letter said.

September 5, 2024: Cleveland-Cliffs (CLF) CEO Lourenco Goncalves is working with banks to bid for US Steel (X) assets if the Nippon Steel deal falls apart. "I have been working with my banking group, led by JPMorgan and Wells Fargo, with UBS and Truist Bank and several others," Goncalves said in an interview with CNBC. "They are ready to go."

September 6, 2024: The Securities and Exchange Commission announced that it settled charges against Esmark and its chairman James Bouchard, for publicly announcing a tender offer to purchase U.S. Steel (X) for $35 per share in August 2023 even though Esmark lacked the financial means to consummate the offer. Esmark and Bouchard did not admit or deny the SEC's findings, but they agreed to stop breaking these rules in the future. They also agreed to pay fines of $500,000 and $100,000, respectively.

September 9, 2024: Reuters reported the arguments by Nippon Steel against the national security risks argued by CFIUS in a letter.

September 10, 2024: The Financial Times reported that Nippon Steel’s vice-chair will meet senior US officials in Washington on Wednesday in a last-ditch effort to salvage the Japanese group’s proposed acquisition of US Steel (X). Takahiro Mori would meet several deputy cabinet secretaries involved with the Committee on Foreign Investment in the US.

September 12, 2024: Bloomberg reported that the United Steelworkers union says it will not be bullied into accepting Nippon Steel’s last-ditch efforts to win over workers for its takeover of US Steel (X), calling the acquisition a “doomed deal” and pledging to fight any foreign ownership of the company. “In its desperate attempt to save a doomed deal, US Steel executives have turned to one of the oldest tricks in the book: attempting to divide USW members and retirees to distract us from the multi-million-dollar payoffs they stand to gain personally,” Union President Dave McCall wrote in a memo, sent to “interested parties” including the White House. “Union members and retirees remain steadfast in our opposition.”

September 13, 2024: The Washington Post reported that White House officials are signaling that President Joe Biden will not imminently move to block Nippon Steel’s bid to acquire U.S. Steel (X) amid mounting concerns over the political and economic consequences of nixing the deal. The White House last week had been preparing to announce that the president would formally block the deal on national security grounds. But after vocal opposition to the idea, White House officials have now indicated that such a decision is unlikely in the short term and may not be made until after the 2024 presidential election. The president remains opposed to the deal. No announcement was ever scheduled. But the pace of internal deliberations has slowed.

September 13, 2024: Reuters reported that CFIUS faces a September 23 deadline to complete its second 90-day review of Nippon Steel’s proposed takeover of U.S. Steel (X). On that date, CFIUS officials could grant a request by the companies to extend the review another 90 days, which would defer the politically sensitive decision until after the November 5 election. If the panel does not do that, it could approve the deal, possibly with measures to address national security concerns or recommend President Joe Biden block it.

September 17, 2024: Reuters reported that the U.S. national security panel reviewing Nippon Steel's bid for U.S. Steel (X) let the companies refile their application for approval of the deal, delaying a decision on the merger until after the November 5 presidential election. CFIUS needs more time to understand the deal's impact on national security and engage with the parties. Refiling sets a new 90-day clock to review the proposed tie-up and make a decision. The review is expected to take close to the full 90 days.

September 19, 2024: U.S. Steel (X) CEO David B. Burritt while providing third-quarter guidance said that they continue to work towards closing the Nippon Steel deal by the end of the year. U.S. Steel expects Q3 adjusted net earnings per diluted share to be between $0.44 to $0.48. The Q3 adjusted EBITDA is expected to be about $300 million.