Steel Mills

USS shareholders vote in favor of Nippon merger

Written by Laura Miller

U.S. Steel Corp.’s impending sale to Japan’s Nippon Steel Corp. (NSC) has cleared one hurdle: USS stockholders voted overwhelmingly in favor of the nearly $15-billion merger.

U.S. Steel held a special meeting of shareholders on Friday, April 12. It had been widely anticipated that shareholders would approve the transaction, which will see them receive $55 per share once the deal closes.

A preliminary count revealed “more than 98% of the shares voted at the special meeting, representing approximately 71% of the shares of U.S. Steel common stock … were voted in favor of the proposal to adopt the merger agreement,” the Pittsburgh-based steelmaker said in a statement after the vote.

“The overwhelming support from our stockholders is a clear endorsement that they recognize the compelling rationale for our transaction with NSC. This is an important milestone as we progress toward completing the transaction,” commented David B. Burritt, president and CEO of USS.

“This transaction will make U.S. Steel and the domestic steel industry stronger and more competitive, enhancing the legacy of steel that is mined, melted, and made in America, in the face of unfair competition from China,” Burritt added.

Steelworkers’ response

Responding to the vote, the United Steelworkers (USW) said it was not surprised by shareholders voting to “cash in and sell out,” as “Wall Street investors and U.S. Steel executives obviously stand to gain the most” from the deal.

Timeline for deal’s closure

A Bloomberg report on Friday said USS and NSC are considering formally pushing back the expected time frame for the deal’s closure.

When the proposed deal was announced in December, the companies said they expected it to close in the second or third quarter of this year.

But with political opposition in an election year and the deal facing regulatory hurdles at both the Department of Justice and the Committe on Foreign Investment in the United States (CFIUS), the companies now expect it to close in the second half of the year, according to the Bloomberg article, which cites people familiar with the matter.

Neither U.S. Steel nor Nippon Steel replied to a request for comment.

The CFIUS review has a good chance of delaying the acquisition’s closure, according to CRU principal analyst Josh Spoores.

“We are more focused on what may happen if the government were to reject this acquisition,” Spoores noted in an email to SMU.

“The potential scenarios we see if this acquisition is rejected is that U.S. Steel may re-enter their strategic review. The result of which could be that U.S. Steel remains an independent entity, they may opt sell out to someone else, enter a JV with a partner for some assets, and even opt to close some outdated production facilities,” he added.

Timna Tanners, managing director of Wolfe Research, sees little chance of the deal closing soon.

“We still see very little chance of the deal being completed before the US election in November given explicit opposition from President Biden. Our base case is U.S. Steel remains a standalone entity going forward,” she told SMU.

Laura Miller

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