Nippon Steel North America, Inc. entered into a definitive agreement to acquire United States Steel Corporation (NYSE:X) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others for $12.7 billion on December 18, 2023. Under the terms of the transaction, Nippon Steel Corporation will pay $55 per share, representing an equity value of approximately $14.1 billion plus the assumption of debt, for a total enterprise value of $14.9 billion. In the Merger Agreement termination fee of $565 million will be payable by United States Steel Corporation to Nippon Steel North America, Inc also provides that a reverse termination fee of $565 million will be payable by Nippon Steel North America, Inc to United States Steel Corporation if the Merger Agreement is terminated by United States Steel Corporation or Nippon Steel North America, Inc under certain specified circumstances. Nippon Steel Corporation plans to fund the transaction through proceeds mainly from borrowings from certain Japanese banks as well as cash on hand and has already secured financing commitments. Upon closing, U. S. Steel will retain its iconic name and headquarters in Pittsburgh, PA. The transaction subject to approval by U. S. Steel?s shareholders, receipt of customary regulatory approvals and other customary closing conditions. The transaction as per the United States President's administration advise should be investigates by Committee on Foreign Investment in the United States. The transaction has been unanimously approved by the Board of Directors of both NSC and U. S. Steel. As of December 21, 2023, United States Steel would submit a filing with the Committee on Foreign Investment in the United States along with its prospective buyer Nippon Steel as criticism swirled in Congress over the acquisition. As of January 15, 2024, United Steelworkers union has filed grievances alleging U.S. Steel violated its contract with the union when it entered into an agreement to be acquired by Nippon. US Steel has violated its contract in ?a number of ways,? and the successorship clause was negotiated ?to protect our contracts and our members in precisely this situation.? As per an update on April 7, 2024, the voting from the shareholders of United States Steel Corporation is expected to occur on April 12. As on April 11, 2024, The European Commission has set a provisional deadline of May 17 to announce its decision on the transaction. As of April 12, 2024, United States's shareholders approved the transaction. On May 6, 2024, EU approved the merger. The transaction is expected to close in the second or third quarter of calendar year 2024. As of March 15, 2024, the deal is expected to close later in 2024. As of May 03, 2024, Nippon Steel has postponed the expected closing of acquisition by three months after the U.S. Department of Justice requested more documentation related to the deal. Now the acquisition will be closed by December 2024.

Citi is acting as a financial advisor and Ariel Deckelbaum, Suni Sreepada, Byung Choi, Jay Kim, Renata Ferrari, Sharon Remmer, Richard Kidd, David Saltzman, Peter Alpert, Jordan Altman, Faiza Rahman, Lisa Kaltenbrunner, Samer Musallam, Ruchit Patel, Ama Adams, Andrew O'Connor and Dan Ward of Ropes & Gray is acting as a legal advisor to Nippon Steel Corporation. Barclays Capital Inc., Goldman Sachs & Co. LLC are acting as financial advisors and fairness opinion provider to U. S. Steel. Evercore acted as financial advisor for U. S. Steel. Bob Kennedy, Iliana Ongun, Fiona Schaeffer, Richard Parker, Andrew Wellin, Mike Shah, James Beebe, Max Goodman; and Christopher Kwan of Milbank LLP and Wachtell, Lipton, Rosen & Katz are acting as legal advisors to U. S. Steel. Martin Neuhaus, Barbara Kusak, Pavol Rak, Michal Janicek, Martin Tupek, Ludek Chvosta, Florian Döpking, Petr Hrncír and Christian Dolff of Noerr acted as legal adviser to Nippon Steel Corporation.