U.S. Steel says DOJ filed motion to further extend CFIUS litigation abeyance

In a regulatory filing, U.S. Steel (X) stated: “As previously disclosed, on December 18, 2023, United States Steel Corporation entered into an Agreement and Plan of Merger by and among the Company, Nippon Steel (NPSCY) North America, Inc., a New York corporation, 2023 Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, and solely as provided in Section 9.13 therein, Nippon Steel Corporation, a Japanese corporation, or ‘NSC’. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Also as previously disclosed, on January 3, 2025, President Biden issued an order prohibiting the Transaction, and on January 6, 2025, the Company and NSC announced that they jointly filed a lawsuit in the United States Court of Appeals for the District of Columbia Circuit challenging the violation by President Biden and the Committee on Foreign Investment in the United States, or ‘CFIUS,’ of the constitutional due process and statutory rights of the Company, NSC and Parent; CFIUS’s failure to review the Transaction on national security grounds; and the basis for the Order. Also as previously disclosed, on April 6, 2025, President Trump issued a Presidential Memorandum directing CFIUS to conduct a review of the Transaction to assist President Trump in determining whether further action on such matter may be appropriate, with the CFIUS review to be conducted de novo, confidentially, and consistent with the procedures set forth for national security reviews under Section 721 of the Defense Production Act of 1950. Also as previously disclosed, on April 7, 2025, and in light of the Presidential Memorandum, the CFIUS Litigation was placed in abeyance for sixty days from the date of the Presidential Memorandum to June 5, 2025, to allow CFIUS to complete its de novo review and President Trump with time to act on any recommendation from CFIUS. Pursuant to the Presidential Memorandum, CFIUS submitted a recommendation with respect to the Transaction to President Trump on May 21, 2025. Since that time, the Company, NSC and the United States government have continued to work to reach a resolution that would obviate the need for the CFIUS Litigation. On June 5, 2025, the U.S. Department of Justice filed a motion to further extend the CFIUS Litigation abeyance until June 13, 2025, in light of the ongoing discussions between the Company, NSC and the United States government. The Company and NSC consented to that motion, which remains subject to approval by the court.”