Transparent, Robust and Competitive Strategic Alternatives Review Process

Conducted Master Class, Comprehensive and Thorough Process that Delivered Superior, Certain Value

  • 54
    Separate counterparties engaged
  • 19
    Counterparty confidentiality agreements
  • 9
    Non-binding indications of interest
  • 8
    $40+ per share bids received
  • 5
    Final round counterparties

Stockholders Win

142% all-cash premium of $55 per share
More Than 98% of Shares Voted to Approve Transaction

Key Transaction Highlights & Details

Delivers Superior Stockholder Value

  • $55 in cash per share or $14.9 billion enterprise value – 142% premium. Stock consideration of Cliffs offer proved to be risky – now worth only ~$42 per share
  • $565 million termination fee protection

Provides Critical Investments to Protect and Grow U. S. Steel

  • Significant capital investments – at least $2.7 billion to enhance U. S. Steel’s domestic production capabilities
  • Nippon Steel brings world-leading manufacturing capabilities and technologies

Committed to Partnering with the United Steelworkers (“USW”) and Investing in Our People

  • Nippon Steel will assume all USW agreements, including collective bargaining agreements
  • Committed to zero layoffs, idled plants or permanent closures as a result of the Transaction
  • Creating ~5,000 temporary construction jobs by the $1 billion investment committed by Nippon Steel to modernize Mon Valley Works1
  • $5,000 closing bonus for every represented U. S. Steel employee and eligible non-represented employees

Reinvigorates the American Steel Industry

  • Production and jobs remain in America, support a stronger American steel industry with enhanced competition and resilience against China
  • Protects and creates generations of good-paying, family-sustaining jobs in the U.S.
  • Enhances U.S. national security – revitalizes communities, bolsters the American steel supply chain, and supports American manufacturing and innovation
1 Projected Economic Impact of $1 Billion Investment by Nippon Steel Corporation Into U. S. Steel's Southwestern Pennsylvania Operations, Parker Strategy Group, October 1, 2024.