UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant x |
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Filed by a Party other than the Registrant ¨ |
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Check the appropriate box: |
¨ |
Preliminary Proxy Statement |
¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ |
Definitive Proxy Statement |
¨ |
Definitive Additional Materials |
x |
Soliciting Material under §240.14a-12 |
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United States Steel
Corporation |
(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
x |
No fee required. |
¨ |
Fee paid previously with preliminary materials. |
¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
The following materials were first posted by United States Steel
Corporation to its internal company news application, X App, on February 20, 2024.
NSC | USS: Weekly Articles
of Interest – Feb. 20, 2024
X App
Headline (80-character limit):
| ● | NEW: Articles of Interest – Nippon Steel | U. S. Steel
Proposed Transaction |
Sub-headline (80-character limit):
| ● | Week of February 19, 2024 |
Description (300-character limit):
| ● | Nippon
Steel’s proposed acquisition of U. S. Steel continues to generate regular media coverage.
Click to read more. |
Accompanying visuals:
Body copy (no character limits):
Below are links to recent articles of interest, gathered
in one place to save you time and help you keep up with the latest news.
| o | Real
Clear Defense (Feb. 6, 2024): U.S. – Japan Steel Alliance Helps National
Security of Both |
| o | Real
Clear Markets (Feb. 15, 2024): Nippon’s Acquisition of U. S. Steel Makes
Economic Sense |
| o | The
Economist (Feb. 15, 2024): The row over U. S. Steel shows the new meaning of
national security |
Visit BestDealForAmericanSteel.com for additional
information about this proposed transaction.
Additional Information and Where to Find It
This communication relates to the proposed transaction between
the United States Steel Corporation (the “Company”) and Nippon Steel Corporation (“NSC”). In connection
with the proposed transaction, the Company has filed and will file relevant materials with the United States Securities and Exchange
Commission (“SEC”), including the Company’s proxy statement on Schedule 14A (the “Proxy Statement”),
a preliminary version of which was filed with the SEC on January 24, 2024. The information in the preliminary Proxy Statement is
not complete and may be changed. The definitive Proxy Statement will be filed with the SEC and delivered to stockholders of the Company.
The Company may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for
the Proxy Statement or for any other document that may be filed with the SEC in connection with the proposed transaction. The proposed
transaction will be submitted to the Company’s stockholders for their consideration. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S
STOCKHOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT (A PRELIMINARY
FILING OF WHICH HAS BEEN MADE WITH THE SEC), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, NSC AND THE PROPOSED TRANSACTION.
The Company’s stockholders
will be able to obtain free copies of the preliminary Proxy Statement and the definitive Proxy Statement (the latter if and when it is
available), as well as other documents containing important information about the Company, NSC and the proposed transaction once such
documents are filed with the SEC, without charge, at the SEC’s website ( www.sec.gov). Copies of the Proxy Statement
and the other documents filed with the SEC by the Company can also be obtained, without charge, by directing a request to United States
Steel Corporation, 600 Grant Street, Pittsburgh, Pennsylvania 15219, Attention: Corporate Secretary; telephone 412-433-1121, or from
the Company’s website www.ussteel.com.
Participants in the Solicitation
NSC, the Company and their directors, and certain of their executive
officers and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect
of the proposed transaction. Information regarding the directors and executive officers of the Company who may, under the rules of
the SEC, be deemed participants in the solicitation of the Company’s stockholders in connection with the proposed transaction,
including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement,
a preliminary version of which was filed with the SEC on January 24, 2024. Information about these persons is included in each company’s
annual proxy statement and in other documents subsequently filed with the SEC, and was included in the preliminary version of the Proxy
Statement filed with the SEC. Free copies of the Proxy Statement and such other materials may be obtained as described in the preceding
paragraph.
Forward-Looking Statements
This communication contains information regarding the
Company and NSC that may constitute “forward-looking statements,” as that term is defined under the Private Securities
Litigation Reform Act of 1995 and other securities laws, that are subject to risks and uncertainties. We intend the forward-looking
statements to be covered by the safe harbor provisions for forward-looking statements in those sections. Generally, we have
identified such forward-looking statements by using the words “believe,” “expect,” “intend,”
“estimate,” “anticipate,” “project,” “target,” “forecast,”
“aim,” “should,” “plan,” “goal,” “future,” “will,”
“may” and similar expressions or by using future dates in connection with any discussion of, among other things,
statements expressing general views about future operating or financial results, operating or financial performance, trends, events
or developments that we expect or anticipate will occur in the future, anticipated cost savings, potential capital and operational
cash improvements and changes in the global economic environment, the construction or operation of new or existing facilities or
capabilities, statements regarding our greenhouse gas emissions reduction goals, as well as statements regarding the proposed
transaction, including the timing of the completion of the transaction. However, the absence of these words or similar expressions
does not mean that a statement is not forward-looking. Forward-looking statements include all statements that are not historical
facts, but instead represent only the Company’s beliefs regarding future goals, plans and expectations about our prospects for
the future and other events, many of which, by their nature, are inherently uncertain and outside of the Company’s or
NSC’s control. It is possible that the Company’s or NSC’s actual results and financial condition may differ,
possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Management
of the Company or NSC, as applicable, believes that these forward-looking statements are reasonable as of the time made. However,
caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of
the date when made. In addition, forward looking statements are subject to certain risks and uncertainties that could cause actual
results to differ materially from the Company’s or NSC’s historical experience and our present expectations or
projections. Risks and uncertainties include without limitation: the ability of the parties to consummate the proposed
transaction on a timely basis or at all; the timing, receipt and terms and conditions of any required governmental and regulatory
approvals of the proposed transaction; the occurrence of any event, change or other circumstances that could give rise to the
termination of the definitive agreement and plan of merger relating to the proposed transaction (the “Merger
Agreement”); the possibility that the Company’s stockholders may not approve the proposed transaction; the risks and
uncertainties related to securing the necessary stockholder approval; the risk that the parties to the Merger Agreement may not be
able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management
time from ongoing business operations due to the proposed transaction; certain restrictions during the pendency of the proposed
transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; the risk
that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s
common stock or NSC’s common stock or American Depositary Receipts; the risk of any unexpected costs or expenses resulting
from the proposed transaction; the risk of any litigation relating to the proposed transaction; the risk that the proposed
transaction and its announcement could have an adverse effect on the ability of the Company or NSC to retain customers and retain
and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business
relationships and on its operating results and business generally; and the risk the pending proposed transaction could distract
management of the Company. The Company directs readers to its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2023 and Form 10-K for the year ended December 31, 2023, and the other documents it files with the SEC
for other risks associated with the Company’s future performance. These documents contain and identify important factors that
could cause actual results to differ materially from those contained in the forward-looking statements. Risks related to NSC’s
forward-looking statements include, but are not limited to, changes in regional and global macroeconomic conditions, particularly in
Japan, China and the United States; excess capacity and oversupply in the steel industry; unfair trade and pricing practices in
NSC’s regional markets; the possibility of low steel prices or excess iron ore supply; the possibility of significant
increases in market prices of essential raw materials; the possibility of depreciation of the value of the Japanese yen against the
U.S. dollar and other major foreign currencies; the loss of market share to substitute materials; NSC’s ability to reduce
costs and improve operating efficiency; the possibility of not completing planned alliances, acquisitions or investments, or such
alliances, acquisitions or investments not having the anticipated results; natural disasters and accidents or unpredictable events
which may disrupt NSC’s supply chain as well as other events that may negatively impact NSC’s business activities; risks
relating to CO2 emissions and NSC’s challenge for carbon neutrality; the economic, political, social and legal uncertainty of
doing business in emerging economies; the possibility of incurring expenses resulting from any defects in our products or incurring
additional costs and reputational harm due to product defects of other steel manufacturers; the possibility that we may be unable to
protect our intellectual property rights or face intellectual property infringement claims by third parties; changes in laws and
regulations of countries where we operate, including trade laws and tariffs, as well as tax, environmental, health and safety laws;
and the possibility of damage to our reputation and business due to data breaches and data theft. All information in this
communication is as of the date above. Neither the Company nor NSC undertakes any duty to update any forward-looking statement to
conform the statement to actual results or changes in the Company’s or NSC’s expectations whether as a result of new
information, future events or otherwise, except as required by law.
US Steel (NYSE:X)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
US Steel (NYSE:X)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024