United States Steel Corporation · NYSE:X
United States Steel — Merger or Acquisition (December 2023)
24 slides from United States Steel's merger presentation, Dec 18, 2023
Slide 1: Nippon Steel Corporation to Acquire U.S. Steel
1 Nippon Steel Corporation to Acquire U.S. Steel December 18, 2023 Moving Forward Together as the 'Best Steelmaker with World - Leading Capabilities’
Slide 2: Successful Outcome of U. S. Steel's Strategic Alternatives Review Process
2 Successful Outcome of U. S. Steel’s Strategic Alternatives Review Process Substantial value maximization Timeliness of transaction close High level of closing certainty Strategic alternatives review process guided by:
Slide 3: Transaction Overview
3 Transaction Overview Transaction Terms • 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 • Equity value of approximately $14.1 billion; Enterprise value of $14.9 bi
Slide 4: Strong Strategic Alignment
4 Strong Strategic Alignment Moving Forward Together as the ‘Best Steelmaker with World - Leading Capabilities’ Pursue world - leading technologies and manufacturing capabilities and contribute to society by providing excellent products and services Deliver on Best for All ® strategy, providing cust
Slide 5: Compelling Strategic Rationale
5 Compelling Strategic Rationale Moving Forward Together as the ‘Best Steelmaker with World - Leading Capabilities.’ Combines cutting - edge technologies across NSC and USS to advance innovation and deliver high - grade steel products to meet the growing demand by customers globally. Strengthens NSC
Slide 6: Building on USS's Strengths
6 Building on USS’s Strengths Social and Stakeholder Capital: Extensive U.S. Client Base, Established Brand Value Manufacturing Capital: Robust facilities organically combining iron ore mines, BFs and EAFs Natural Capital: Low - cost iron ore mines with abundant reserves Human Capital: Excellent man
Slide 7: Acquisition Aligns with NSC's Global Strategy
7 * * * Acquisition Aligns with NSC’s Global Strategy 66 Mt/Y 20 Mt/Y 86 Mt/Y G lobal crude steel production capacity Manufacturing Base Upstream Japan, India, Brazil, Thailand, Sweden , United States, and others Downstream 16 C ountries Manufacturing Base United States, Slovakia *Simple aggregate o
Slide 8: Combines Cutting-Edge Technologies to Advance Innovation in Steelmaking
8 Combines Cutting - Edge Technologies to Advance Innovation in Steelmaking Synergies primarily driven by bringing together advanced production technology and know - how between USS and NSC Product Technologies • Automotive sheets (high - grade), Processing technologies and solutions • Electrical st
Slide 9: NSC's Offerings in Electrical Steel and Automotive Flat Steel Technologies
9 NSC’s Offerings in Electrical Steel and Automotive Flat Steel Technologies Ultra - high Tensile Steel Sheets for Autos Electric Steel Sheets N O (non - oriented) G O (grain oriented) Highly Corrosion - resistant Coated Steel Sheet for Construction Materials Nickel Coated Steel Sheets • Lightweight
Slide 10: USS's State-of-the-Art Mini-Mill Big River Steel
10 USS’s State - of - the - Art Mini - Mill Big River Steel Big River 2 • EAF :2 （ 3.3Mt/Y ） • RH Degasser : １ • CSP （ Compact Strip Process ） :1 • Compact Hot Mill :1 • Galvanizing line :1 （ 525kt/Y ） • Non - grain oriented electrical steel line :1 （ 200kt/Y ） • Under construction o Galv /galvalume
Slide 11: NSC: Operating in the U.S. for Nearly 40 Years
11 NSC: Operating in the U.S. For Nearly 40 Years Developed deep understanding of the U.S. industry and mutual trust with U.S. stakeholders 2 4 2 7 3 5 8 1 Approximately 4,000 employees in NSC’s production base in the U.S. Product Group company Equity Ratio Capacity State Sheets 1 1984 Establishment
Slide 12: Driving the World's Steel Industry Towards Decarbonization
12 Accelerates technological development and commercialization by combining both companies’ technologies ~2030 • Hydrogen injection into blast furnaces • Reduction of CO2 emissions in existing processes • Establishment of an efficient production framework ~2050 • Three breakthrough technologies: 1.
Slide 13: Aligns with USS's Best for All strategy
13 Aligns with USS’s Best for All ® strategy Customers Employees / Unionized Workers Environment / Sustainability Shareholders • All - cash transaction represents a ~40% premium to USS’s closing stock price on December 15 and allows for certainty of value to USS shareholders • Transaction delivers v
Slide 14: Question & Answer
& NIPPON STEEL Question & Answer ss) United States Steel
Slide 15: Closing Remarks
@ NIPPON STEEL ss) United States Steel Closing Remarks
Slide 16: Appendix
Appendix IML NIPPON STEEL | (3) U9
Slide 17: NSC Overview
17 NSC Overview One of the World’s Leading Steel Manufacturers At a Glance: Headquarters: Chiyoda - ku , Tokyo Employees: ~106,000 Fiscal 2022 Revenue: ¥ 7,976 bn Fiscal 2022 Business Profit: ¥ 916 bn Core Sectors: • Automobiles • Shipbuilding • Energy • Household appliances • Containers • Industria
Slide 18: NSC's Global Operations
18 NSC’s Global Operations * * * 2018 acquisition 2019 acquisition 2014 acquisition 2022 acquisition 2006 Began to consolidate as an equity method affiliate 2011 acquisition I ntegrated steel mill Downstream base In Japan 6 Works 13 Areas Overseas 15 Countries 51 Companies Manufacturing Bases Global
Slide 19: NSC's Carbon-Neutral Technologies
19 NSC’s Carbon - Neutral Technologies
Slide 20: NSC's Operational and Equipment Technologies
20 NSC’s Operational and Equipment Technologies
Slide 21: History of NSC and Steel Making in Japan
21 History of NSC and Steel Making in Japan Brief History of Steelmaking in Japan: • 1901 : State - owned Yawata Steelworks inauguration , the first modern steelworks in Japan (L ocated in the premises of the present Kyushu Steelworks of NSC ) • 1857 : Western - style steel making started in Kamaish
Slide 22: Additional Information and Where to Find It
22 Additional Information and Where to Find It This presentation relates to the proposed transaction between the United States Steel Corporation (“ U. S. Steel ”) and NSC. In connection with the proposed transaction, U. S. Steel will file relevant materials with the United States Securities and Exch
Slide 23: Participants in the Solicitation
23 Participants in the Solicitation NSC, U. S. Steel and their directors, and certain of their executive officers and employees may be deemed to be participants in the solicitation of proxies from U. S. Steel’s stockholders in respect of the proposed transaction. Information regarding the directors
Slide 24: Forward-Looking Statements
24 Forward - Looking Statements This presentation contains information regarding U. S. Steel and NSC that may constitute “forward - looking statements,” as that t erm is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, that are subject to risks and uncert
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