Acquisitions · Steel
Nippon Steel agrees to buy U.S. Steel for about $14.1 billion
- Buyer
- Nippon Steel (Tokyo)
- Target
- U.S. Steel, Pittsburgh, Pennsylvania
- Value
- $14.1B ($55 per share, all cash)
- Status
- Completed June 18, 2025, after U.S. government approval tied to a national security agreement.
- Date
- 2023-12-18
Nippon Steel agreed to acquire United States Steel through its U.S. unit Nippon Steel North America in an all-cash deal at $55 a share, valuing the equity at roughly $14.1 billion. U.S. Steel would become a wholly owned subsidiary and keep its name and Pittsburgh headquarters. The two sides initially targeted closing in the second or third quarter of 2024 after shareholder and regulatory approvals.
Why it matters
It was the largest-ever Japanese bid for a U.S. industrial icon and gave Nippon Steel blast-furnace and electric-arc capacity inside the protected U.S. market. The deal then became a political flashpoint that ran through two administrations and a CFIUS review before closing in 2025.
The deal
Nippon Steel agreed to buy all 223.1 million U.S. Steel shares for $55 each in cash through Nippon Steel North America, using a reverse triangular merger. The equity price came to $14.126 billion, and about $14.9 billion including debt. The price was a 40% premium to U.S. Steel's December 15, 2023 close of $39.33. Nippon Steel agreed to pay a $565 million break fee if regulators blocked the deal.
How it won
U.S. Steel put itself up for sale in August 2023 after rejecting an unsolicited cash-and-stock offer from rival Cleveland-Cliffs. Cliffs, ArcelorMittal and Nucor were among the bidders Nippon Steel beat. The United Steelworkers union backed Cliffs and opposed the Japanese buyer from the start.
What came next
Shareholders approved in April 2024, but the deal became a campaign issue. President Biden blocked it in January 2025. After a CFIUS review and a national security agreement that gave Washington a golden share, it closed on June 18, 2025. Each of those steps has its own story on this site.
Sources
Kakehashi M&A News home
