Nippon Steel and U. S. Steel Request Court to Set Aside President Biden’s Block of the Companies’ Partnership
04 February 2025 - 1:33AM
Business Wire
Nippon Steel Corporation (“Nippon Steel”) (TSE: 5401), together
with its wholly owned subsidiary Nippon Steel North America, Inc.
(“NSNA”), and United States Steel Corporation (“U. S. Steel”)
(NYSE: X) (collectively, the “Companies”) today jointly filed their
opening brief in their action against former President Biden and
his political appointees at the Committee on Foreign Investment in
the United States (“CFIUS”) to invalidate their unlawful actions in
connection with the block of the $14.9 billion merger agreed
between the Companies (the “Transaction”).
The brief, filed in the U.S. Court of Appeals for the District
of Columbia Circuit, sets forth the legal and factual grounds for
the Companies’ lawsuit, detailing how President Biden made a
predetermined decision for political reasons, not national
security, causing CFIUS to engage in a sham review of the
Transaction so that he could block it.
The opening brief filed today is an important step towards
vindicating the Companies’ commitment to the Transaction. The CFIUS
litigation will continue on the expedited basis already established
by the Court, with briefing to be completed by March 17 and oral
argument to follow.
The Companies today commented:
The Companies remain steadfast that the Transaction will
enhance, not threaten, United States’ national security, protect U.
S. Steel workers, revitalize jobs in communities that rely on
American steel and make American Steel bigger and better. Only the
Companies’ partnership will deliver $55 per share to U. S. Steel
stockholders and guarantee the significant capital investments and
technology sharing needed to ensure a strong U. S. Steel for
generations to come. Importantly, it would create an American steel
champion that is well-positioned to compete against China.
*For more information about this litigation, please refer to the
press release on January 6, 2025.
https://www.nipponsteel.com/common/secure/en/news/20250106_200.pdf
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains information regarding U. S. Steel
and Nippon Steel 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 trends, events or developments that
we expect or anticipate will occur in the future, potential changes
in the global economic environment, anticipated capital
expenditures, the construction or operation of new or existing
facilities or capabilities and the costs associated with such
matters, 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 U. S. Steel’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 U. S. Steel’s or Nippon Steel’s control and may
differ, possibly materially, from the anticipated events indicated
in these forward-looking statements. Management of U. S. Steel or
Nippon Steel, 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 U. S. Steel’s or Nippon Steel’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 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”); risks arising from
transaction-related litigation, either brought by or against the
parties; 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 and related litigation; certain restrictions during the
pendency of the proposed transaction that may impact U. S. Steel’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 U. S. Steel’s common stock or Nippon Steel’s common stock or
American Depositary Receipts; the risk of any unexpected costs or
expenses resulting from the proposed transaction; the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of U. S. Steel or Nippon Steel 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 U. S. Steel. U. S. Steel directs
readers to its Form 10-K for the year ended December 31, 2024, and
the other documents it files with the SEC for other risks
associated with U. S. Steel’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.
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version on businesswire.com: https://www.businesswire.com/news/home/20250203153295/en/
U. S. Steel Contacts Media
Corporate Communications +1 (412) 433 1300 / media@uss.com Joele
Frank, Wilkinson Brimmer Katcher Kelly Sullivan and Ed Trissel / +1
(212) 355 4449 Investors Emily Chieng / +1 (412) 618 9554 /
ecchieng@uss.com NSC Contacts
Media For inquiries, https://www.nipponsteel.com/en/contact/
Investors ir@jp.nipponsteel.com Yuichiro Kaneko /
+81-80-9022-6867 / kaneko.yc3.yuichiro@jp.nipponsteel.com Yohei
Kato / +81-80-2131-0188 / kato.rk5.yohei@jp.nipponsteel.com
General Inquiries (U.S.) Nippon Steel North America, Inc. /
+1 (713) 654 7111 U.S. Media Contacts NSCMedia@teneo.com
Robert Mead / +1 (917) 327 9828 / Robert.Mead@teneo.com Jack Coster
/ +1 (207) 756 4586 / Jack.Coster@teneo.com
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