May. 3, 2024
Nippon Steel Corporation
Regarding the timely disclosure titled “Acquisition of United States Steel Corporation” dated as of December 18, 2023, Nippon Steel Corporation (“Nippon Steel”) would like to inform you that there has been a change as described below.
Nippon Steel and United States Steel Corporation ("U. S. Steel”) each received a request for additional information and documentary materials (a “Second Request”) from the U.S. Department of Justice (the “DOJ”) in connection with the DOJ’s review of the acquisition of U. S. Steel by Nippon Steel (“Transaction”). Following receipt of the Second Request and following careful deliberation with respect to the regulatory processes, Nippon Steel revises the estimated date of closing of the Transaction. Nippon Steel also notes that U. S. Steel’s stockholders approved the Transaction at a special meeting of U. S. Steel stockholders held on April 12, 2024 (local time), and, therefore, Nippon Steel has revised the notes regarding the estimated date of closing to remove the receipt of U. S. Steel stockholder approval of the Transaction as a condition to the consummation of the Transaction. Nippon Steel will continue to fully cooperate with the examination of the relevant authorities and are determined to complete the Transaction.
2. The section and content of the change
The content disclosed in the section "5. Schedule (3) Estimated Date of Closing "
(Before the change)
Second or third quarter of calendar year 2024(Estimate*)
*Subject to approval of U. S. Steel shareholders, receipt of regulatory approvals and other closing conditions as specified in the merger agreement.
(After the change)
Third or fourth quarter of calendar year 2024(Estimate*)
*Subject to receipt of regulatory approvals and other closing conditions as specified in the merger agreement.
3. The impact on Performance
There is no impact on our consolidated performance.
*For more information about this acquisition, please refer to the press release on December 18, 2023.
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