Cleveland-Cliffs Reminds U.S. Steel: You Have No Path to Close

Cleveland-Cliffs Inc. (NYSE: CLF) today addressed the inaccurate allegations published by the U.S. Steel Board on May 21, 2024, regarding its doomed attempt to sell its company to a foreign buyer without Union support.

Lourenco Goncalves, Cliffs Chairman, President and Chief Executive Officer, said:

“At Cleveland-Cliffs, we only deal with transparency. It is unfortunate that the U.S. Steel Board of Directors is just now realizing that it announced an un-closeable deal and is trying to blame Cliffs for its terrible decision-making.

There has been nothing we have publicized or said publicly that could be described as ‘misinformation.’ From our first offer to acquire U.S. Steel to our final (now expired) offer on December 15, we stressed the necessity of keeping U.S. Steel American-owned and having the full support of the Union. Our position has never changed.

The key piece of ‘misinformation’ has been the U.S. Steel Board of Directors insisting that the Union had no veto power. That ‘misinformation’ remains on U.S. Steel and Nippon Steel’s deal website.

Since we only deal with transparency, let’s state the facts:

1. As we have explained to U.S. Steel since day 1, the United Steelworkers (USW) has declared they would only support Cleveland-Cliffs for a proposed acquisition of U.S. Steel. We see that as a de-facto veto power to disallow the acquisition of the entirety of U.S. Steel or USW-represented assets by anyone else other than Cleveland-Cliffs.
2. On August 15, 2023, the late Tom Conway, former USW International President, said the union only endorses Cleveland-Cliffs to acquire U.S. Steel. This came after Conway said he received countless calls from potential bidders seeking the union’s approval – a necessary legal step for anyone seeking to buy U.S. Steel. David McCall, current USW International President, confirmed he only learned about Nippon Steel as an acquirer on the day that the deal was announced, December 18, 2023.
3. The President of the United States, Joe Biden, has said that U.S. Steel should remain a ‘totally American company’ and ‘that is going to happen, I promise you…Guaranteed.’ Presidential candidate Donald Trump has said, regarding the transaction, ‘I would block it instantaneously. Absolutely.’
4. In our Final Offer (now expired) to U.S. Steel on December 15, we noted specifically that Nippon Steel would present a CFIUS risk, along with the inherent risks of choosing a buyer without Union support. The Final Offer letter and the Powerpoint presentation attached to the Final Offer have now been uploaded to our clevelandcliffs.com website. We address CFIUS on page 2 of the letter and on page 14 of the presentation.
5. David McCall, International President of the USW, has said ‘A merger between Nippon and USS would negatively impact workers, retirees, our communities, and our national security, and your Union is working in Washington, in the public, and under our BLA to stop it.’"

Mr. Goncalves concluded: “With a USW-represented facility, you are not entitled to sell to whomever you please. We knew this, and you apparently did not. We tried to explain to you, but you did not listen to us. The Board of Directors of U.S. Steel failed its stockholders in this ‘strategic review process,’ and is attempting to blame Cliffs for its own self-inflicted disaster. My opinion remains the same: You cannot and will not close your announced deal with Nippon Steel.”

About Cleveland-Cliffs Inc.

Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 28,000 people across its operations in the United States and Canada.

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