After turning down a takeover bid from competing steelmaker Cleveland-Cliffs Inc (CLF.N), United States Steel Corp (X.N) on Sunday formally reviewed its strategic options.
U.S. Steel was valued at nearly $7.3 billion in the unsolicited cash-and-stock offer from Ohio-based Cliffs, which is a 43% premium to its Friday closing price.
Cliffs made their offer public after U.S. Steel rejected it as “unreasonable” and began a formal review process, claiming the company had received multiple bids for some or all of its operations.
“Cliffs feels compelled to make its offer publicly known for the direct benefit of all of U.S. Steel’s stockholders and also make it known that Cliffs stands ready to engage on this offer immediately,” the company said in a statement.
A 42% premium to U.S. Steel’s closing share price on July 28 when Cliffs privately contacted the business was inferred by Cliffs’ statement that it had proposed to pay $17.50 in cash and 1.023 shares of its own stock for each U.S. Steel share.
With a combined market value of approximately $7.5 billion, Cliffs and U.S. Steel would become the world’s largest steel producer, giving it a greater chance to compete in a sector mostly controlled by China.
The approach from Cliffs came after U.S. Steel announced its fourth straight quarter of declining revenue and its fifth consecutive quarter of declining profit.
Even though U.S. Steel’s second-quarter revenue exceeded analysts’ expectations, its shares were still selling at a dismal price-to-earnings ratio of 5.7, well below the sector median of 9.0, and were down about 9.3% year to date.
With the acquisition of AK Steel Holding Corp. in 2020 and the subsequent purchase of steelmaker ArcelorMittal’s U.S. division that same year, Cliffs has been one of the most opportunistic participants in the sector.
Despite the fact that we are now publicly traded, Cliffs CEO Lourenco Goncalves said, “I do look forward to continuing to engage with the U.S. Steel on a potential transaction because I am convinced that the value potential and competitiveness to come out of a combination of our two iconic American companies is exceptional.”
The United Steelworkers union, the largest steel industry organisation in North America, supported Cliffs’ offer to purchase U.S. Steel, the company claimed.
Cliffs claimed that it had secured loan funding from a number of banks for the proposed purchase. As its financial advisors, the company has chosen Moelis & Company LLC, Wells Fargo (WFC.N), J.P. Morgan (JPM.N), and UBS. Davis Polk & Wardwell LLP is the company’s legal counsel.
Later on Sunday, U.S. Steel acknowledged receiving a bid from Cliffs and other interested parties in a different statement.
Cleveland-Cliffs refused to participate in the required and normal process to review valuation and certainty unless U.S. Steel agreed to the economic conditions of the proposal beforehand, according to U.S. Steel, which prevented it from adequately evaluating the proposal.
U.S. Steel has retained Milbank LLP and Wachtell, Lipton, Rosen & Katz as its legal consultants in addition to Barclays Capital (BARC.L) and Goldman Sachs Group (GS.N) as its financial advisors.
