Nippon executive returns to US, continues acquisition negotiations

Nippon Steel is sending vice chairman Takahiro Miro back to the US as the Japanese steelmaker lobbies for support of its deal to acquire US Steel, Kallanish learns from a report by Reuters.

Miro’s itinerary is unavailable, but a source mentions that the Nippon executive will meet with various community officials and workers in states where US Steel operates.

The Nippon vice chairman has been acting as the company’s primary negotiator in the acquisition. His travels to the US in May and June failed to shore up any support from the United Steelworkers
(USW) union. Nor have political opponents of the deal publicly changed their positions. US President Joe Biden has said US Steel should remain American-owned (see Kallanish passim).

USW leadership has told union members that language in correspondence with Nippon is inconsistent and potentially harmful to workers and US national security (see Kallanish 1 July).

US Steel and its shareholders agreed to sell to Nippon Steel for roughly $15 billion after refusing a bid from domestic steelmaker Cleveland-Cliffs.

Kristen DiLandro USA

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Cliffs/USS merger would have cleared antitrust: Lourenço Gonçalves

Cleveland-Cliffs’ top executive says his company’s bid for US Steel would have complied with US antitrust laws, Kallanish learns.

In an interview on Bloomberg Television, Cliffs chairman, president and ceo Lourenço Gonçalves says he had been in communication with the federal government to ensure that a Cliffs acquisition of its domestic competitor would have been lawful.

“I talked to the US government prior to making the offer to make sure I had a path to clear antitrust and US Steel decided not to listen and go with Nippon Steel,” Lourenço Gonçalves says.

US Steel rejected Cleveland-Cliffs $7.3 billion buyout proposal last summer (see Kallanish 14 August). The United Steelworkers union supported Cliffs’ purchase of US Steel and, by contract, has a de facto role in determining whether such a deal can go forward. The union assigned Cleveland-Cliffs a right to bid.

US Steel accepted Nippon Steel’s offer to purchase the company for $14.9 billion (see Kallanish 18 December).

A service centre operator who frequently stocks flat steel products produced by the two US steelmakers expressed his relief that US Steel had declined Cleveland-Cliffs’ proposal.

“We can’t have Cliffs responsible for that much of the market. It’s too much control for them,” says the steel flats purchaser.

The Cliffs CEO contends that Nippon Steel will not be able to follow through on its proposed transaction.

“The Titanic has already hit the iceberg,” Gonçalves says in the interview, adding: “We’ll be on the other side when the deal unravels.”

Kristen DiLandro USA

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Esmark submits offer to acquire US Steel

Esmark, a privately held company with operations in the industrial and commodity sectors, announced Aug. 14 a voluntary public cash and exchange offer for all the outstanding shares in US Steel at a value of $35/share.

The offer from Esmark comes a day after US Steel said it would initiate a formal review process to “evaluate strategic alternatives for the company,” including the sale of the full company or some of its assets as it had received multiple unsolicited bids for all or portions of the company.

Following US Steel’s announcement, rival steelmaker, Cleveland-Cliffs said it submitted an offer in late July to acquire all of US Steel in a cash and stock deal, however, the offer was rejected by US Steel’s board on Aug. 13.

Esmark, based in the Pittsburgh area, said its initial offer period runs from Aug. 14 through Nov. 30 and may be extended. Completion of the offer is expected in the fourth quarter of 2023, subject to regulatory and antitrust clearances, it said.

Prior to founding the current Esmark, CEO James Bouchard previously worked for US Steel, formerly serving as vice president, commercial, for US Steel Europe. Bouchard led the company’s European commercial operations following the acquisition of its Kosice, Slovakia, mill.

Esmark Steel Group, a subsidiary of Esmark Inc, is a processor and distributor of value-added flat-rolled steel and is the third-largest US producer of tin plate steel. In addition to steel services, it has operations in oil and gas exploration, aviation, real estate, professional services and technology.

Author Justine Coyne

US Steel rejects Cleveland-Cliffs’ $7.3 billion bid

The nation’s second-largest domestic steel producer by volume, US Steel, has rejected an unsolicited $7.3 billion buyout proposal from competitor Cleveland-Cliffs, the third-largest domestic producer.
 
US Steel notes that it has received acquisition proposals from multiple other parties.
The board of directors for US Steel is commenting specifically on Cleveland-Cliffs’ offer due to a failure in negotiations between the parties.
 
“At this juncture, we cannot determine whether your unsolicited proposal properly reflects the full and fair value,” explains US Steel president and ceo David Burritt.
 
Kallanish understands that Cleveland-Cliffs’ offer represented a 42% premium above US Steel’s share price at the end of market close on 28 July, and a 43% premium above the current market price.
 
US Steel’s leadership “has made significant progress transforming the company into a customer-centric, world-competitive … steelmaker as we continue to win in strategic markets, move down the cost curve, and move up the talent curve,” Burritt adds.