Steel Mills

USS accuses Cliffs of 'misinformation' in effort to sink Nippon deal; Cliffs hits back

May 21, 2024

U.S. Steel’s board of directors has published a letter accusing Cleveland-Cliffs of a campaign of “misinformation” intended to “derail the transaction” of Japan’s Nippon Steel Corp. (NSC) to buy the Pittsburgh-based steelmaker.

However, Cliffs has clapped back, with a release rebutting USS’ allegation.

U.S. Steel claims ‘misinformation’

“The investment by NSC has been under attack since day one by one of our competitors and unsuccessful bidder – Cleveland-Cliffs – who have been sowing misinformation to our stakeholders in a relentless and unbridled effort to derail the transaction,” U.S. Steel said in its letter on Monday.

“While Cleveland-Cliffs is pushing false rumors to influence the market into believing we are working to unwind the transaction, nothing could be further from the truth,” the company added.

Further, USS said both NSC and U.S. Steel remain as fully committed as ever to completing the transaction.

The deal, valued at over $14 billion, was first announced in December. Cliffs had made an earlier offer for U.S. Steel, which was rejected.

U.S. Steel said that during the bidding process, the company “engaged respectfully and fairly with Cleveland-Cliffs.”

“Their offers and the corresponding risks and benefits were comprehensively assessed and considered. In the end, the NSC transaction was superior and offered the most value,” U.S. Steel said.

“We look forward to closing in the second half of this year,” the company added.

The deal still faces regulatory hurdles. As previously reported, the US Department of Justice has requested additional information from both USS and NSC in its antitrust investigation. There is also an ongoing review by the Committee on Foreign Investment in the United States (CFIUS).

Cliffs responds

Lourenco Goncalves, Cliffs chairman, president and CEO, said in a response to the letter on Monday: “At Cleveland-Cliffs, we only deal with transparency. It is unfortunate that the U.S. Steel board of directors is just now realizing that it announced an un-closable deal and is trying to blame Cliffs for its terrible decision-making.”

He went on to say that nothing Cliffs has publicized or said publicly could be described as “misinformation.”

“From our first offer to acquire U.S. Steel to our final (now expired) offer on Dec. 15, we stressed the necessity of keeping U.S. Steel American-owned and having the full support of the union. Our position has never changed,” Goncalves said.

The United Steel Workers (USW) union has been opposed to the Nippon deal since it was announced. In addition, both President Biden and former President Trump have come out against the deal.

“The key piece of ‘misinformation’ has been the U.S. Steel Board of Directors insisting that the union had no veto power. That ‘misinformation’ remains on U.S. Steel and Nippon Steel’s deal website,” Goncalves said.

“With a USW-represented facility, you are not entitled to sell to whomever you please,” Goncalves added. He noted that the USW has declared they would only support Cleveland-Cliffs for a proposed acquisition of U.S. Steel.

Goncalves concluded that his opinion remains the same: “You cannot and will not close your announced deal with Nippon Steel.”

Ethan Bernard

Ethan Bernard is a reporter and editor for Steel Market Update. He previously worked for American Metal Market as a copy editor in the New York office for two years starting in 2008. Later, he copy edited AMM’s monthly magazine on a freelance basis from 2015 until 2017. With experience in financial copywriting and textbook publishing, he holds a BA in Comparative Literature from UC Berkeley, and an MFA. in Creative Writing from New York University. He can be reached at ethan@steelmarketupdate.com or 724-759-7871.