M&A - UNITED STATES STEEL CORP

Form Type: DEFA14A

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925033245

Filing Summary: On April 8, 2025, United States Steel Corporation addressed concerns regarding Ancora Catalyst's recent strategic plan which opposes its $55 per share acquisition deal with Nippon Steel. The communication emphasized the support from over 98% of U. S. Steel shareholders for the acquisition, while criticizing Ancora's sudden support for the deal after initially attempting to disrupt it. The company dismissed Ancora's proposed plan as unrealistic, claiming it ignored the benefits of U. S. Steel's diversified business model and misrepresented projected values of the company. It highlighted President Trump's order for a review by the Committee on Foreign Investment in the United States to validate their current strategy, and urged shareholders to vote in favor of U. S. Steel's director nominees to ensure the completion of the Nippon Steel acquisition. The company reiterated that the deal represents a substantial investment and commitment from Nippon Steel to U. S. Steel's future, contrasting it with Ancora's plan which they deemed value-destructive and inconsistent.

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Form Type: 8-K

Filing Date: 2025-04-08

Corporate Action: Merger

Type: Update

Accession Number: 000110465925032901

Filing Summary: On April 8, 2025, United States Steel Corporation filed a Form 8-K to update about an ongoing merger situation with Nippon Steel North America, Inc. A Merger Agreement was initially entered into on December 18, 2023, where Merger Sub will merge with the Company, with the Company continuing as a wholly owned subsidiary of Parent. However, President Biden's order on January 3, 2025, prohibiting the merger led the Company to legally challenge this decision through a lawsuit claiming a violation of constitutional rights. The U.S. Department of Justice has requested to pause the associated litigation for 60 days, allowing CFIUS to conduct a new review prompted by a subsequent Presidential Memorandum issued by President Trump on April 6, 2025. This review is set to conclude with a recommendation by May 21, 2025, yet the briefing deadlines for the litigation have been extended to accommodate this review process. Relevant documents include the Presidential Memorandum provided as an exhibit.

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Form Type: DEFA14A

Filing Date: 2025-04-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925031762

Filing Summary: On April 3, 2025, United States Steel Corporation (U.S. Steel) released definitive additional materials in connection with its strategic review and upcoming 2025 Annual Meeting of Stockholders. The company emphasized their commitment to maximizing shareholder value, noting a significant strategic transformation led by CEO Dave Burritt since his appointment in 2017. The transformation involved an acquisition of Big River Steel in 2019 and has resulted in over $4 billion in investments focused on new products and manufacturing facilities. During the strategic review, U.S. Steel received multiple unsolicited proposals, ultimately selecting a merger with Nippon Steel, which offers a compelling $55 per share in cash, along with commitments to retain employees and invest in technological innovations. The board underscored the importance of aligning with shareholder interests and engaging employees, stating that this merger is intended to enhance the company's capabilities and position in the market while revitalizing communities dependent on the steel industry. U.S. Steel assures shareholders that their interests remain the central focus of the board's decisions.

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Form Type: DEFC14A

Filing Date: 2025-03-21

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925026696

Filing Summary: The proxy statement filed by United States Steel Corporation (U. S. Steel) outlines the upcoming 2025 Annual Meeting of Stockholders scheduled for May 6, 2025, and highlights key proposals for shareholder voting. The Board of Directors recommends that shareholders support the nominees for election and the approval of executive compensation. The document emphasizes the significant ongoing acquisition transaction with Nippon Steel, which is believed to provide a $55 per share cash benefit to stockholders, and highlights the strategic investments amounting to $2.7 billion aimed at enhancing U. S. Steel's competitiveness. The Board also addresses recent challenges faced by the company, including interference related to the Nippon Steel acquisition, while encouraging shareholders to vote using the WHITE proxy card to ensure their votes support the Board’s proposed directors against nominees from the Ancora Group who are contesting the election. Furthermore, it reaffirms the commitment of the leadership team and the Board to maximize stockholder value and operational excellence.

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Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000110465925024089

Filing Summary: On March 14, 2025, United States Steel Corporation (the 'Company') provided an update regarding its planned merger with Nippon Steel North America, Inc. ('Parent') and its subsidiary 2023 Merger Subsidiary, Inc. The Company had previously entered into a Merger Agreement on December 18, 2023, to merge with Merger Sub, thereby making the Company a wholly owned subsidiary of Parent. However, on January 3, 2025, President Biden issued an order prohibiting the merger, which led to a lawsuit filed by the Company and Nippon Steel Corporation against the U.S. government, challenging the prohibition. On March 14, 2025, the U.S. Department of Justice proposed extending the briefing deadlines in the ongoing litigation concerning the merger, with hopes of resolving the matter amicably rather than through litigation. The motion to extend was consented to by the Company and NSC but is still subject to court approval.

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Form Type: PREC14A

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925021812

Filing Summary: United States Steel Corporation (U. S. Steel) is preparing for its 2025 Annual Meeting of Stockholders, where stockholders will vote on a series of important proposals, including the election of directors and compensation for executive officers. The Board expresses commitment to a transformative acquisition opportunity with Nippon Steel, urging stockholder support to finalize a $55 per share offer. The Board recommends stockholders vote in favor of their ten nominees against a rival nomination from Ancora Catalyst Institutional, LP. They emphasize the importance of stockholder participation and vote submission via proxy. The meeting will discuss various proposals including board election, executive compensation, and ratification of accounting firm appointment. U. S. Steel aims to secure its future through strategic partnerships and investments in their facilities, demonstrating resilience amidst industry challenges while maintaining a focus on safety, sustainability, and corporate governance.

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Form Type: DEFA14A

Filing Date: 2025-01-27

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925006365

Filing Summary: On January 27, 2025, United States Steel Corporation issued a statement reaffirming its commitment to maximizing value for stockholders in response to Ancora Catalyst Institutional, LP's submission of nine nominees for the Board of Directors at the upcoming 2025 Annual Meeting. U. S. Steel emphasized the experience and independence of its current Board, highlighting their successful completion of a value-maximizing transaction with Nippon Steel that resulted in a $55.00 per share return for stockholders. The partnership with Nippon Steel, which includes significant financial commitments for structural improvements, is promoted as essential for U. S. Steel's future viability, maintaining its American roots while enhancing technological capabilities and competitiveness. U. S. Steel expressed concerns about Ancora's motives and noted that control should not be handed over to them, as their interests do not align with those of the majority of U. S. Steel stockholders. No stockholder action is expected at this time as the 2025 Annual Meeting date is yet to be determined. Additional details regarding director nominations and the proxy solicitation will be provided in the upcoming proxy statement, which is intended to be filed with the SEC shortly. Stockholders are encouraged to review all relevant documents for crucial information regarding this process.

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Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: Update

Accession Number: 000116330225000009

Filing Summary: On January 10, 2025, United States Steel Corporation disclosed it entered into a Merger Agreement with Nippon Steel North America, Inc. and its subsidiary. The agreement entails that the subsidiary will merge with the corporation, with the corporation continuing as the surviving entity. However, an executive order issued on January 3, 2025, by the President of the United States, prohibits the merger. Section 2(b) of this executive order mandates the abandonment of the agreement within thirty days. An extension until June 18, 2025, was granted by the Committee on Foreign Investment in the United States, allowing the parties to potentially reevaluate the situation regarding the merger.

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Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Merger

Type: New

Accession Number: 000116330225000005

Filing Summary: 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.

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Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Merger

Type: Update

Accession Number: 000116330225000003

Filing Summary: 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.

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