M&A: UNITED STATES STEEL CORP
Form Type: 8-K
Filing Date: 2025-01-06
Corporate Action: Merger
Type: New
Accession Number: 000116330225000005
Comments: On January 6, 2025, United States Steel Corporation (the 'Company') announced that it has entered into a Merger Agreement with Nippon Steel North America, Inc. and its subsidiary, 2023 Merger Subsidiary, Inc. This agreement entails that the Merger Subsidiary will merge with the Company, which will continue as the surviving entity and become wholly owned by Nippon Steel. However, on January 3, 2025, the President issued an executive order to prohibit the Merger. In response, on January 6, 2025, the Company and Nippon Steel filed lawsuits challenging this order in the United States Court of Appeals and the United States District Court for the Western District of Pennsylvania. These legal actions accuse the President and the Committee on Foreign Investment in the United States of violating the constitutional rights of the companies involved and failing to review the Merger on national security grounds. Furthermore, the lawsuits address allegations against Cleveland-Cliffs, Inc. and related parties for engaging in anticompetitive activities to monopolize the steel market.
Document Link: View Document
Additional details:
Item Number: 7.01
Item Lawsuit 1: united_states_court_of_appeals_for_the_district_of_columbia_circuit
Item Lawsuit 2: united_states_district_court_for_the_western_district_of_pennsylvania
Item Press Release: Nippon Steel and U. S. Steel File Multiple Lawsuits in Response to Wrongful Interference with the Proposed Acquisition of U. S. Steel.
Form Type: 8-K
Filing Date: 2025-01-03
Corporate Action: Merger
Type: Update
Accession Number: 000116330225000003
Comments: On January 3, 2025, United States Steel Corporation reported that the President of the United States issued an order prohibiting the Merger Agreement previously entered into with Nippon Steel North America, Inc. The Merger Agreement, under which Merger Subsidiary, Inc. was to merge with and into United States Steel Corporation, with US Steel continuing as the surviving corporation, had been subject to clearance by the Committee on Foreign Investment in the United States. This order effectively blocks the proposed merger, prompting both United States Steel Corporation and Nippon Steel Corporation to condemn the decision. The details of the President's order and a related press release are included as exhibits within the report.
Document Link: View Document
Additional details:
Item 7 01 Disclosure: The company entered into a Merger Agreement on December 18, 2023.
Item 9 01 Exhibits: [{"exhibit_number":"99.1","description":"Order of the President of the United States of America Regarding the Proposed Acquisition."},{"exhibit_number":"99.2","description":"Press Release titled 'Nippon Steel Corporation and U. S. Steel Condemn U.S. Government\u2019s Unlawful Decision to Block Proposed Acquisition.'"}]