U.S. Steel situation gets even stranger
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The U.S. Steel saga is entering its ludicrous era, more than 17 months after the Pittsburgh-based company agreed to be acquired by Japan's Nippon Steel for around $15 billion.
Why it matters: None of this is working the way it's supposed to, and the chaos has opened the door for potential impropriety.
Catch up quick: President Trump on Friday announced via Truth Social that there "will be a planned partnership between United States Steel and Nippon Steel."
- U.S. Steel followed that up with a statement praising Trump and mirroring his "partnership" language.
- The implication was that Trump had signed off on the merger — which had been blocked by former President Biden on national security grounds —shortly after the conclusion of a new CFIUS review into national security concerns.
- U.S. Steel shares shot higher, while shares of rival Cleveland Cliffs sank.
Zoom in: Sen. Dave McCormick (R-Pa.) put more meat on the bones this morning, telling CNBC that the agreement would include a U.S. CEO for U.S. Steel, a majority U.S. board and a "golden share" that would give the U.S. government approval of some board member appointments.
- Nippon Steel also committed to invest around $14 billion into U.S. Steel, as we discussed last week.
Yes, but: U.S. Steel hasn't disclosed any of those details to investors, with its last securities filing coming more than two weeks ago. Nor has it even confirmed that the "partnership" still includes the $55 per share takeover price.
- Yet U.S. Steel shares began trading this morning on the New York Stock Exchange, whose guidelines for listed companies include efforts to "ensure timely disclosure of information that may affect security values or influence investment decisions, and in which shareholders, the public and the Exchange have a warrantable interest."
- Public company mergers almost always present the opportunity for insider trading, but this one seems particularly prone.
- Axios has been unable to get comment from NYSE on why U.S. Steel shares haven't been halted.
Zoom in: One giant question mark is around that $14 billion investment commitment from Nippon.
- A source familiar with the situation says that Nippon's earlier (and smaller) investment promises were largely cancelable without cause, and it's hard to see how the board of a U.S. subsidiary would be able to demand money from the Japanese parent — with or without a "golden share."
- That means the agreement language is paramount. But, again, U.S. Steel is keeping its trap shut.
The bottom line: The rules for cross-border dealmaking are being rewritten in real time. And in the dark.
