Nippon Steel & USS Acquisition Overview slide image

Nippon Steel & USS Acquisition Overview

Transaction Overview • Nippon Steel Corporation (NSC) and U.S. Steel (USS) have entered into a definitive agreement pursuant to which NSC will acquire USS in an all-cash transaction for $55.00 per share . Transaction Terms Equity value of approximately $14.1 billion; Enterprise value of $14.9 billion, including the assumption of debt • Transaction represents a -40% premium to USS's closing stock price on December 15, 2023 • Transaction provides certainty of value to USS shareholders • Transaction has been unanimously approved by both NSC's and USS's Boards of Directors Transaction Financing . Transaction is not subject to any financing conditions . NSC has secured financing for the transaction through bank credit facilities and commitments as well as cash on hand . USS to continue to operate under the “U.S. Steel" brand name Additional Considerations • USS headquarters to remain in Pittsburgh, PA • NSC commits to maintaining strong relationships with USS's stakeholders, including employees, unions, customers, suppliers and communities, and to honor collective bargaining agreements Expected Closing . • Expected to close in the second or third quarter of 2024 Transaction is subject to USS shareholder approval, receipt of regulatory approvals and other customary closing conditions . Not subject to NSC shareholder approval NIPPON STEEL USS United States Steel Corporation 3
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