January 6, 2025-First lawsuit filed in U.S. Court of Appeals for the District of Columbia Circuit challenging violation of the Constitutional guarantee of due process and statutory procedural requirements, as well as unlawful
political influence, and asking the court to set aside the CFIUS review process and President Biden’s
blocking order Second lawsuit filed in U.S. District Court for the Western District of Pennsylvania against
Cleveland-Cliffs, Cliffs’ CEO Lourenco Goncalves, and USW President David McCall for their illegal and
coordinated actions aimed at preventing the transaction and attempting to undermine U. S. Steel’s
ability to compete and Nippon Steel’s ability to provide American-made steel to American consumers
Determined that these legal actions are the necessary path toward closing the transaction and
delivering shared success for U. S. Steel employees, communities, shareholders, and customers
Tokyo & Pittsburgh – January 6, 2025 – Nippon Steel Corporation (“Nippon Steel”) (TSE: 5401), together
with its wholly owned subsidiary Nippon Steel North America, Inc. (“NSNA”), and United States Steel
Corporation (“U. S. Steel”) (NYSE: X) (together with Nippon Steel, the “Companies”) today jointly filed
two lawsuits to remedy the ongoing illegal interference with Nippon Steel’s acquisition of U. S. Steel (the
“Transaction”).
The Companies today commented on the litigation:
“From the outset of the process, both Nippon Steel and U. S. Steel have engaged in good
faith with all parties to underscore how the Transaction will enhance, not threaten, United
States national security, including by revitalizing communities that rely on American steel,
bolstering the American steel supply chain, and strengthening America’s domestic steel
industry against the threat from China. Nippon Steel is the only partner both willing and
able to make the necessary investments – including no less than $1 billion to Mon Valley
Works and approximately $300 million to Gary Works as part of the $2.7 billion committed
© 2025 NIPPON STEEL CORPORATION All Rights Reserved.
– to protect and grow U. S. Steel for the benefit of employees, the communities in which
it operates, and the entire American steel industry. Today’s legal actions demonstrate
Nippon Steel’s and U. S. Steel’s continued commitment to completing the Transaction –
despite political interference with the CFIUS process and the racketeering and
monopolistic conspiracies of Cleveland-Cliffs and USW President David McCall – for the
benefit of all stakeholders, including U. S. Steel’s shareholders, who will receive the
agreed upon $55.00 per share upon the Transaction closing. We remain confident that
the Transaction is the best path forward to secure the future of U. S. Steel – and we will
vigorously defend our rights to achieve this objective.”
The litigation brought by the Companies will establish that:
• President Biden ignored the rule of law to gain favor with the United Steel, Paper and Forestry,
Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union
(“USW”) and support his political agenda;
• As a result of President Biden’s undue influence to advance his political agenda, the Committee
on Foreign Investment in the United States (“CFIUS” or the “Committee”) failed to conduct a good
faith, national security-focused regulatory review process, depriving Nippon Steel and U. S. Steel
of their rightful opportunity for fair consideration of the Transaction; and
• Cleveland-Cliffs Inc. (“Cliffs”), in collusion with the leadership of the USW, has sought to prevent
the Transaction from closing and any party other than Cliffs from acquiring U. S. Steel, and to
otherwise injure U. S. Steel’s ability to compete, all as part of a broader illegal campaign to
monopolize the domestic steel markets.
The litigation involves two cases:
• First, U. S. Steel, Nippon Steel, and NSNA (in such capacity, collectively, the “Petitioners”) filed a
petition (“Petition”) in the United States Court of Appeals for the District of Columbia Circuit
(“Court”) challenging the violation by President Biden and CFIUS of the Petitioners’ constitutional
due process and statutory rights; CFIUS’s failure to review the Transaction on national security
grounds; and President Biden’s subsequent order (the “Order”) blocking it for purely political
reasons which are irrelevant to, and are to the detriment of, United States national security. The
Petition asks the Court to set aside the unlawful CFIUS review process and President Biden’s
accompanying Order, and to instruct CFIUS to conduct a new review of the Transaction that is
consistent with Petitioners’ due process rights and its own statutory obligations.
• Second, U. S. Steel, Nippon Steel, and NSNA filed a complaint (“Complaint”) and motion for a
preliminary injunction and for an expedited hearing in the United States District Court for the
Western District of Pennsylvania against Cliffs, Cliffs’ CEO Lourenco Goncalves, and USW
President David McCall for engaging in a coordinated series of anticompetitive and racketeering
activities illegally designed to prevent any party other than Cliffs from acquiring U. S. Steel as part
© 2025 NIPPON STEEL CORPORATION All Rights Reserved.
of an illegal campaign to monopolize critical domestic steel markets. The Complaint seeks an
injunction preventing Cliffs, Mr. Goncalves, and Mr. McCall from engaging in further collusive and
anticompetitive behavior, and to impose substantial monetary damages for their conduct.
These legal actions are necessary to protect Nippon Steel’s and U. S. Steel’s right to proceed with their
Transaction, free from illegal and improper political and anticompetitive interference. Given the
obstruction thus far that prevented closing the Transaction, Nippon Steel and U. S. Steel intend to press
ahead with both the Petition and Complaint as swiftly as practicable and are pursuing both cases on an
expedited basis.
Nippon Steel and U. S. Steel are confident that the Companies have strong cases and will rightfully close
the Transaction and deliver $55.00 per share for U. S. Steel’s stockholders
