Cleveland-Cliffs Proposes to Acquire U.S. Steel – United States Steel (NYSE:X), … – Press Release - CayPress

Sunday, August 13, 2023

Cleveland-Cliffs Proposes to Acquire U.S. Steel – United States Steel (NYSE:X), … – Press Release


Creates the Only American Steel Company Among the Top 10 Steelmakers in the World and One of the World’s Top 4 outside of China

Provides Customers and Workers a Stronger and More Innovative American Steel Producer, With Scale to be Internationally Competitive

Provides U.S. Steel Shareholders an Immediate and Substantial Premium of 43% and Significant Upside Potential from the Combined Company

Combined Company Expected to Generate Synergies of Approximately $500 Million

Proposal Provides a Clear Roadmap to Completion, including the Strong Support and Backing of the USW

Cleveland-Cliffs Inc. CLF (“Cleveland-Cliffs” or “Cliffs”) is publicly announcing a previously private offer that it had presented to the Board of the United States Steel Corporation X (“U.S. Steel”) on July 28, 2023. That offer, which was reiterated in writing to the U.S. Steel Board on August 11, 2023, proposed acquiring 100% of the outstanding stock of U.S. Steel for a per share value of $17.50 in cash and 1.023 shares of Cliffs stock. On July 28, 2023, this implied a total consideration value of $35.00 per share of U.S. Steel stock, which represented a 42% premium to U.S. Steel’s share price as of the market close on July 28, 2023. As of the close of market on Friday, August 11, 2023, this offer represents a 43% premium to U.S. Steel’s share price. Notwithstanding the compelling economic terms of Cliffs’ offer, it was rejected as being “unreasonable” by the Board of Directors of U.S. Steel via a letter Cliffs received today, August 13, 2023. As such, Cliffs feels compelled to make its offer publicly known for the direct benefit of all of U.S. Steel’s stockholders and also make it known that Cliffs stands ready to engage on this offer immediately.

Under the terms of the United Steelworkers’ (USW) collective bargaining agreement with U.S. Steel, the USW has the right to counter this proposal. On this matter, the USW has affirmed in writing to Cliffs that it endorses the transaction…



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