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 endorsem*nt 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 circ*mstances 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.
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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
