United States Steel Corporation (NYSE: X) (“U. S. Steel”) today
published a video in which President and Chief Executive Officer,
David B. Burritt and Senior Vice President and Chief Financial
Officer, Jessica T. Graziano, review the Company’s fourth quarter
and full-year 2023 earnings results, provide earnings guidance for
the first quarter 2024 and discuss the previously announced
acquisition of U. S. Steel. The video is being posted to the
Company's Investor Relations website and is available here.
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.
Additional Information and Where to Find It
This communication relates to the proposed transaction between
the United States Steel Corporation (the “Company”) and Nippon Steel Corporation
(“NSC”). In connection with the
proposed transaction, the Company has filed and will file relevant
materials with the United States Securities and Exchange Commission
(“SEC”), including the Company’s proxy
statement on Schedule 14A (the “Proxy
Statement”), a preliminary version of which was filed with
the SEC on January 24, 2024. The information in the preliminary
Proxy Statement is not complete and may be changed. The definitive
Proxy Statement will be filed with the SEC and delivered to
stockholders of the Company. The Company may also file other
documents with the SEC regarding the proposed transaction. This
communication is not a substitute for the Proxy Statement or for
any other document that may be filed with the SEC in connection
with the proposed transaction. The proposed transaction will be
submitted to the Company’s stockholders for their consideration.
BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC, INCLUDING THE PROXY STATEMENT (A PRELIMINARY FILING OF WHICH
HAS BEEN MADE WITH THE SEC), AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, NSC AND THE PROPOSED
TRANSACTION.
The Company’s stockholders will be able to obtain free copies of
the preliminary Proxy Statement and the definitive Proxy Statement
(the latter if and when it is available), as well as other
documents containing important information about the Company, NSC
and the proposed transaction once such documents are filed with the
SEC, without charge, at the SEC’s website (www.sec.gov). Copies of
the Proxy Statement and the other documents filed with the SEC by
the Company can also be obtained, without charge, by directing a
request to United States Steel Corporation, 600 Grant Street,
Pittsburgh, Pennsylvania 15219, Attention: Corporate Secretary;
telephone 412-433-1121, or from the Company’s website
www.ussteel.com.
Participants in the Solicitation
NSC, the Company and their directors, and certain of their
executive officers and employees may be deemed to be participants
in the solicitation of proxies from the Company’s stockholders in
respect of the proposed transaction. Information regarding the
directors and executive officers of the Company who may, under the
rules of the SEC, be deemed participants in the solicitation of the
Company’s stockholders in connection with the proposed transaction,
including a description of their direct or indirect interests, by
security holdings or otherwise, will be set forth in the Proxy
Statement, a preliminary version of which was filed with the SEC on
January 24, 2024. Information about these persons is included in
each company’s annual proxy statement and in other documents
subsequently filed with the SEC, and was included in the
preliminary version of the Proxy Statement filed with the SEC. Free
copies of the Proxy Statement and such other materials may be
obtained as described in the preceding paragraph.
Forward-Looking Statements
This communication 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 or NSC, as
applicable, 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 or NSC’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 circumstances that
could give rise to the termination of the definitive agreement and
plan of merger relating to the proposed transaction (the
“Merger Agreement”); the possibility
that the Company’s stockholders may not approve the proposed
transaction; the risks and uncertainties related to securing the
necessary stockholder approval; 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 or NSC’s common stock or American
Depositary Receipts; 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 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. Risks related to NSC’s
forward-looking statements include, but are not limited to, changes
in regional and global macroeconomic conditions, particularly in
Japan, China and the United States; excess capacity and oversupply
in the steel industry; unfair trade and pricing practices in NSC’s
regional markets; the possibility of low steel prices or excess
iron ore supply; the possibility of significant increases in market
prices of essential raw materials; the possibility of depreciation
of the value of the Japanese yen against the U.S. dollar and other
major foreign currencies; the loss of market share to substitute
materials; NSC’s ability to reduce costs and improve operating
efficiency; the possibility of not completing planned alliances,
acquisitions or investments, or such alliances, acquisitions or
investments not having the anticipated results; natural disasters
and accidents or unpredictable events which may disrupt NSC’s
supply chain as well as other events that may negatively impact
NSC’s business activities; risks relating to CO2 emissions and
NSC’s challenge for carbon neutrality; the economic, political,
social and legal uncertainty of doing business in emerging
economies; the possibility of incurring expenses resulting from any
defects in our products or incurring additional costs and
reputational harm due to product defects of other steel
manufacturers; the possibility that we may be unable to protect our
intellectual property rights or face intellectual property
infringement claims by third parties; changes in laws and
regulations of countries where we operate, including trade laws and
tariffs, as well as tax, environmental, health and safety laws; and
the possibility of damage to our reputation and business due to
data breaches and data theft. All information in this communication
is as of the date above. Neither the Company nor NSC undertakes any
duty to update any forward-looking statement to conform the
statement to actual results or changes in the Company’s or NSC’s
expectations whether as a result of new information, future events
or otherwise, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240202690769/en/
Corporate Communications T – (412) 433-1300 E – media@uss.com
Emily Chieng Investor Relations Officer T – (412) 618-9554 E –
ecchieng@uss.com
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