| 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 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.
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. |