Cleveland-Cliffs reminds US Steel: You have no way forward :: Cleveland-Cliffs Inc. (CLF)

CLEVELAND–(BUSINESS WIRE)– Cleveland-Cliffs Inc. (NYSE: CLF) today responded to inaccurate allegations published by the US Steel Board on May 21, 2024, regarding its doomed attempt to sell its business to a foreign buyer without Union support.

Lourenco Goncalves, Chairman, President and CEO of Cliffs, said:

At Cleveland-Cliffs, we're all about transparency. It is unfortunate that the US Steel board of directors is just now realizing that they announced an unworkable deal and are trying to blame Cliffs for their terrible decision making.

We have not posted or said anything publicly that could be described as disinformation. From our first offer to acquire US Steel until our (now expired) final offer on December 15, we have emphasized the need to keep US Steel under American control and to have the full support of the Union. Our position has never changed.

The key to the misinformation was the US Steel board, which insisted the union had no veto power. This misinformation remains on the US Steel-Nippon Steels deal website.

Since we're only dealing with transparency, let's lay out the facts:

As we have explained to US Steel since day one, the United Steelworkers (USW) has stated that it will only support Cleveland-Cliffs for a proposed acquisition of US Steel. We view this as a de facto veto power to prohibit the acquisition of the entire assets of US Steel or the assets represented by USW by anyone other than Cleveland-Cliffs. On August 15, 2023, the late Tom Conway, former international president of the USW, said the union only supported Cleveland-Cliffs' acquisition of US Steel. That came after Conway said he received countless calls from potential bidders seeking union approval, a necessary legal step for anyone looking to buy US Steel. David McCall, current international president of the USW, confirmed that he had only heard of Nippon Steel as a buyer on the day the deal was announced, December 18, 2023. The President states -United States, Joe Biden, said that US Steel should remain an all-American company and it will happen, I promise you, it's guaranteed. Presidential candidate Donald Trump said that regarding the transaction, I would block it instantly. Absolutely. In our (now expired) final offer to US Steel on December 15, we specifically noted that Nippon Steel would present a CFIUS risk, as well as the risks inherent in choosing a buyer without Union support. The final offer letter and Powerpoint presentation attached to the final offer have now been uploaded to our website clevelandcliffs.com. We address CFIUS on page 2 of the letter and page 14 of the presentation. David McCall, USW International President, said a merger between Nippon and USS would have a negative impact on workers, retirees, our communities and our national security, and your union is working in Washington, with the public and under our BLA to stop it.”

Mr. Goncalves concluded: With a facility represented by the United Steelworkers, you do not have the right to sell to whoever you want. We knew it, and apparently you didn't. We tried to explain to you, but you didn't listen to us. The US Steel board has failed its shareholders in this strategic review process and is attempting to blame Cliffs for its self-inflicted disaster. My opinion remains the same: you cannot and will not do the announced deal with Nippon Steel.

About Cleveland-Cliffs Inc.

Cleveland-Cliffs is the largest producer of flat-rolled steel in North America. Founded in 1847 as a mining operator, Cliffs is also the largest manufacturer of iron ore pellets in North America. The company is vertically integrated, from mined raw materials, direct reduced iron and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling and tubing. Cleveland-Cliffs is the largest steel supplier to the automotive industry in North America and serves a wide range of other markets with its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 28,000 people across its operations in the United States and Canada.

View the source version on businesswire.com: https://www.businesswire.com/news/home/20240521891412/en/

MEDIA CONTACT: Patricia Persico Senior Director, Corporate Communications (216) 694-5316

INVESTOR CONTACT: James Kerr Director, Investor Relations (216) 694-7719

Source: Cleveland-Cliffs Inc.

Released May 21, 2024

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