Goncalves: Cleveland-Cliffs Won’t Backstop U. S. Steel Sale
02/05/2024 - Cleveland-Cliffs Inc.’s bid for United States Steel Corporation is off the table and won’t be put back on should Nippon Steel Corp.’s plan to acquire the iconic manufacturer fall through, reports the Bloomberg news service.
“That transaction is no longer available, it’s no longer a backstop for their failure,” Cleveland-Cliffs chairman and chief executive officer Lourenco Goncalves told the Bloomberg news service. “If they can’t close — I don’t know where they are at this point — that offer is gone, that offer no longer exists,” Goncalves said, according to Bloomberg.
U. S. Steel in December agreed to be acquired by Nippon Steel, which is offering to buy the company for US$55 per share through an all-cash deal. Goncalves has been highly critical of the sale, arguing that his company’s offer is superior. U. S. Steel reported in a regulatory filing dated 24 January 2024 the offer from Cleveland-Cliffs was the equivalent of US$54 per share in cash and stock.
Additionally, the filing also indicated a transaction between Cleveland-Cliffs and U. S. Steel could have yielded synergies of US$6.50, taking Cleveland-Cliffs’ offer to a value of US$60.50 per share. (An article in the February 2024 issue of Iron & Steel Technology incorrectly stated that Cleveland-Cliffs had offered the equivalent of US$35 per share.)
“The industrial logic of a Cliffs-U.S. Steel combination goes without saying, and that's the main reason we were willing to offer this value for the acquisition. There's no other buyer that can deliver $750 million in cost synergies. Our offer provided the best value and future upside for investors in the combined company,” Goncalves said during the company’s recent fourth-quarter earnings call.
The proposed deal between Nippon Steel and U. S. Steel has faced criticism since it was announced on 18 December 2023, with the United Steelworkers union and U.S. legislators arguing that it is a disservice to American workers and poses a potential threat to national security. The Committee on Foreign Investment in the United States is said to be reviewing the sale.
Nippon Steel, however, believes it can complete the acquisition by the end of September, The Japan Times reports.
According to the English-language newspaper, Nippon Steel executives and representatives have been actively meeting with stakeholders to discuss the US$14.9 billion deal, including members of the U.S. Congress.
Nippon Steel’s Executive Vice President Takahiro Mori told the newspaper those discussions are intended to explain “how the deal will be beneficial to all stakeholders, including American industry and workers.” He added, “I don't think they can block a project that is meaningful to both sides, and beneficial to related industries and both countries, simply because of political considerations," according to the newspaper.
Still, the acquisition is not certain and faces challenges from the United Steelworkers union, which has thrown its weight behind the Cleveland-Cliffs bid. The union has filed grievances over the deal. The Steelworkers union told the Pittsburgh Post-Gazette newspaper earlier this week that U.S. Steel “showed little interest in solving problems” at a meeting to resolve those grievances.
Goncalves said his company’s offer provided a clear path to closing the deal. “But rather than working toward a deal with Cliffs, U.S. Steel chose to announce a proposed sale of the company to a foreign buyer, with serious conflicts of interest for America, no support or even awareness from the union, and for a lower overall value,” he said. “U.S. Steel clearly overestimated the regulatory antitrust risk with Cliffs, completely ignored the union, and miscalculated the political risk with Nippon given the negative implications to our supply chains and national security.”
However, both U. S. Steel and Nippon Steel say the deal will, in the end, be a positive for the U.S.
“It is the right transaction not only for U. S. Steel stockholders, but also for our employees and customers. U. S. Steel will retain its iconic name and headquarters in Pittsburgh, Pennsylvania, reinforcing its commitment to employees, customers, and local communities. The combination of two innovative steel companies strengthens the competitive landscape of the steel industry,” said U. S. Steel president and chief executive officer David Burritt in the company’s Q4 earnings release.
In U.S. Steel’s FY 2023 Year End Results management video, Burritt has said the company expects the transaction with Nippon Steel to close in the second or third quarter of 2024.