U.S. Steel shareholders vote on controversial Nippon deal

U.S. Steel shareholders approved the $14.1 billion controversial takeover by Japanese-owned Nippon Steel. 

More than 98% of the shares voted at Friday’s meeting to approve the merger, making up about 71% of the company’s outstanding stock, US Steel said. 

"The overwhelming support from our stockholders is a clear endorsement that they recognize the compelling rationale for our transaction with [Nippon Steel Corporation]," said US Steel President and CEO David Burritt in a statement. "This transaction will make U.S. Steel and the domestic steel industry stronger and more competitive," he added.

Nippon Steel’s Vice Chairman Takahiro Mori thanked U.S. Steel shareholders in a statement. "[O]ur goal has been clear - to protect and grow U.S. Steel in the U.S. market for the benefit of all its stakeholders through increased financial investment and the contribution of our advanced technologies," Mori said.

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Shareholder approval was expected by analysts, shares of the stock traded at roughly $41.20 midday ahead of the vote. Nippon’s all-cash offer pays $55 per share. Year-to-Date the shares are down 15%. 

"There was no way they weren’t going to approve this," said Gordon Johnson, CEO of GLJ Research. 

The merger promises to benefit Americans too, some experts say. JP Morgan analysts described the deal in February as "pro-competitive rather than anti-competitive." 

"It will ensure competition that checks increased steel prices, no matter how limited," said Edward Hill, economics professor at The Ohio State University. "This industry is already protected by a tariff that raises domestic price."

Still, the outlook remains uncertain as shareholder approval is only one of several prerequisites to closing the deal.

The merger must be approved by both the Justice Department, which is reportedly conducting an in-depth antitrust review, and the Committee on Foreign Investment in the United States (CFIUS). 

Questions loom about whether the merger will survive government scrutiny amid sustained political criticism from both sides of the aisle with concerns about national security and the impact on steel jobs. Both President Biden and presumptive Republican presidential nominee, Donald Trump, oppose the deal. 

"This is a political football," said Johnson. 

CFIUS determines whether foreign investments could undermine national security. The interagency committee members include presidential cabinet secretaries of the Treasury Department, Justice Department, Homeland Security, among several others. 

Last month, Biden publicly opposed the merger, saying in a statement the US must "maintain strong American steel companies powered by American workers." 

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He added, "it is vital for [U.S. Steel] to remain an American steel company that is domestically owned and operated." 

Biden’s comment reflected support for the United Steelworkers Union, which is concerned about job security.

"We are not surprised by stockholders electing to cash in and sell out the iconic American company’s employees and retirees, along with the communities where we live and work," wrote David McCall, president of United Steelworkers, Mike Millsap, chairman of the union’s negotiating committee.

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The union endorsed Biden last month. 

"I suspect that the United Steel Workers are opposed to the merger because they know that there is too much steel-making capacity in the U.S., and they know that the merger will be partially paid for by closing inefficient mills," said Hill.

Nippon has said it does not anticipate job losses and will maintain U.S. manufacturing facilities. 

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Japanese Prime Minister Fumio Kishida made a formal visit to the White House Wednesday. He told reporters he hoped the deal would proceed in a positive direction. 

But Biden said, "I stand by my commitment to American workers." Speaking about the US relationship with Japan, Biden added, "I stand by our commitment to our alliances. This is exactly what we're doing as strong allies as well."

Lawmakers criticize the merger.

US Senator John Fetterman (D-Pa) called the deal "outrageous." US Senator Bob Casey (D-Pa) expressed concerns the deal would hurt workers, adding in a statement last month, "I’ll work like hell against any deal that leaves our Steelworkers behind." 

US Senator Sherrod Brown (D-Ohio) urged the president to intervene on concerns that the merger will undermine US trade enforcement. 

US Senators Josh Hawley (R-Mo), JD Vance (R-Ohio), and Marco Rubio (R-Fl) urged CFIUS to block the sale on national security concerns. 

Vance underscored his concerns in a letter to US Steel Thursday, one day ahead US Steel shareholders voted. He accused the company of inadequately warning shareholders of the obstacles regulatory review presents to this merger. 

"I urge you to convey accurately the risks the merger faces so that your shareholders can make an informed decision ahead of the vote," Vance wrote to US Steel CEO Burritt and Board Chairman David Sutherland. "In the meantime, I am requesting that the Securities and Exchange Commission review your … proxy statement for compliance with federal securities laws." 

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