공시 • Jun 18
Nippon Steel North America, Inc. completed the acquisition of United States Steel Corporation (NYSE:X) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Pentwater Capital Management LP.
Nippon Steel North America, Inc. entered into a definitive agreement to acquire United States Steel Corporation (NYSE:X) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Pentwater Capital Management LP and others for $12.8 billion on December 18, 2023. Under the terms of the transaction, Nippon Steel Corporation will pay $55 per share, representing an equity value of approximately $14.1 billion plus the assumption of debt, for a total enterprise value of $14.9 billion. In the Merger Agreement termination fee of $565 million will be payable by United States Steel Corporation to Nippon Steel North America, Inc also provides that a reverse termination fee of $565 million will be payable by Nippon Steel North America, Inc to United States Steel Corporation if the Merger Agreement is terminated by United States Steel Corporation or Nippon Steel North America, Inc under certain specified circumstances. Nippon Steel Corporation plans to fund the transaction through proceeds mainly from borrowings from certain Japanese banks as well as cash on hand and has already secured financing commitments. Upon closing, U. S. Steel will retain its iconic name and headquarters in Pittsburgh, PA. The transaction subject to approval by U. S. Steel’s shareholders, receipt of customary regulatory approvals and other customary closing conditions. The transaction as per the United States President's administration advise should be investigates by Committee on Foreign Investment in the United States. The transaction has been unanimously approved by the Board of Directors of both NSC and U. S. Steel. As of December 21, 2023, United States Steel would submit a filing with the Committee on Foreign Investment in the United States along with its prospective buyer Nippon Steel as criticism swirled in Congress over the acquisition. As of January 15, 2024, United Steelworkers union has filed grievances alleging U.S. Steel violated its contract with the union when it entered into an agreement to be acquired by Nippon. US Steel has violated its contract in “a number of ways,” and the successorship clause was negotiated “to protect our contracts and our members in precisely this situation.” As per an update on April 7, 2024, the voting from the shareholders of United States Steel Corporation is expected to occur on April 12. As on April 11, 2024, The European Commission has set a provisional deadline of May 17 to announce its decision on the transaction. As of April 12, 2024, United States's shareholders approved the transaction. On May 6, 2024, EU approved the merger. The transaction is expected to close in the second or third quarter of calendar year 2024. As of March 15, 2024, the deal is expected to close later in 2024. As of May 3, 2024, Nippon Steel has postponed the expected closing of acquisition by three months after the U.S. Department of Justice requested more documentation related to the deal. Now the acquisition will be closed by December 2024. On May 30, 2024, United States Steel and Nippon Steel announced that they have received all regulatory approvals outside of the United States related to the proposed transaction between U. S. Steel and Nippon Steel. These approvals have been received from the Directorate-General for Competition of the European Commission (pursuant to the EU Merger Regulation and, separately, the Foreign Subsidies Regulation), the Mexican Federal Economic Competition Commission, the Serbian Competition Commission, the Ministry of Economy of Slovakia, the Turkish Competition Authority. In addition, the United Kingdom Competition and Markets Authority confirmed that it had no further questions regarding the proposed transaction in response to the submission of a voluntary briefing paper. The transaction is still subject to the fulfillment of the remaining, customary closing conditions, including the receipt of required U.S. regulatory approvals. On September 6, 2024, The Japan Business Federation or Keidanren, urged a fair review of the deal. On September 25, 2024, Board of Arbitration, which is jointly selected by U. S. Steel and the United Steelworkers to decide disputes between them, ruled that U. S. Steel has satisfied each of the conditions of the successorship clause of its Basic Labor Agreement with the USW and that no further action under the BLA is required to proceed to closing the pending transaction between U. S. Steel and Nippon Steel. As per filing on January 3, 2025 Biden rejects Nippon Steel’s proposed deal to acquire US Steel. As of January 6, 2025, Japan's Nippon Steel and United States Steel have jointly filed a lawsuit against the U.S. government over President Joe Biden's decision to block the transaction. The transaction will be completed in the second half of 2024. As of September 25, 2024, the transaction is expected to close by the end of 2024. As per filing on December 26, 2024 the transaction is expected to close in first quarter of 2025. As on January 10, 2025, U.S. authorities extended a deadline imposed on Nippon Steel and United States Steel to abandon their merger plan to June 18. Nippon Steel and U.S. Steel are challenging the order in the U.S. Circuit Court of Appeals for the D.C. District in Washington, D.C., asking the court to set aside Biden's ruling and then also asking for a new review by CFIUS. As of March 27, 2025 the transaction is expected to close in second quarter of 2025. On April 6, 2025, the President of the United States issued a Presidential Memorandum directing CFIUS to conduct a de novo review of the Transaction and to submit a recommendation to the President of the United States by May 21, 2025. As of April 8, 2025, CFIUS submit its findings within 45 days, focusing on whether US Steel and Nippon Steel’s proposed measures sufficiently address national security risks. As of May 5, 2025, CFIUS is now taking a second look at the transaction. And now, U.S. Rep. Frank Mrvan, D-Highland, and U.S. Sen. Jim Banks, R-Indiana, have joined together to lobby the U.S. Department of the Treasury to keep the American steel industry domestically owned. The lawmakers sent a bipartisan letter to U.S. Treasury Secretary Scott Bessent, chairman of CFIUS, to urge him to preserve domestic ownership on national security grounds. President Donald Trump ordered a fresh review of the proposed sale but has said repeatedly before and since he does not want a foreign owner to take over U.S. Steel, but has also said he'd be willing to help negotiate a sale of a minority stake. As of June 13, 2025 President Trump has approved the Companies’ historic partnership that will unleash unprecedented investments in steelmaking in the United States. With those approvals, all necessary regulatory approvals for the partnership have now been received, and the partnership is expected to be finalized promptly.
Citi is acting as a financial advisor and Ariel Deckelbaum, Suni Sreepada, Byung Choi, Jay Kim, Renata Ferrari, Sharon Remmer, Richard Kidd, David Saltzman, Peter Alpert, Jordan Altman, Faiza Rahman, Lisa Kaltenbrunner, Samer Musallam, Ruchit Patel, Ama Adams, Andrew O'Connor and Dan Ward of Ropes & Gray is acting as a legal advisor to Nippon Steel Corporation. Barclays Capital Inc., Goldman Sachs & Co. LLC are acting as financial advisors and fairness opinion provider to U. S. Steel. Evercore acted as financial advisor for U. S. Steel. Bob Kennedy, Iliana Ongun, Fiona Schaeffer, Richard Parker, Andrew Wellin, Mike Shah, James Beebe, Max Goodman; and Christopher Kwan of Milbank LLP and Joshua R. Cammaker, Jenna E. Levine and Jonathan M. Moses of Wachtell, Lipton, Rosen & Katz are acting as legal advisors to United States Steel. Martin Neuhaus, Barbara Kusak, Pavol Rak, Michal Janicek, Martin Tupek, Ludek Chvosta, Florian Döpking, Petr Hrncír and Christian Dolff of Noerr acted as legal adviser to Nippon Steel Corporation. As of July 20, 2024, Nippon Steel has hired former US secretary of state Mike Pompeo as an adviser to help
Nippon Steel North America, Inc. completed the acquisition of United States Steel Corporation (NYSE:X) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Pentwater Capital Management LP and others on June 18, 2025.