Nippon Steel → United States Steel
Nippon Steel's $14.9bn purchase of U.S. Steel was prohibited by one American president on national-security grounds and allowed by the next, closing in June 2025 only after the US government was given a "golden share" with a veto over plant closures and other decisions.
Blocked on national security grounds in January 2025 and cleared that June under an arrangement giving the US government a golden share.
- Value
- $14.9B
- Announced
- December 2023
- Completed
- June 2025
- Sector
- Industrials
- Deal type
- acquisition
- Acquirer
- Nippon Steel (Japan)
- Target
- United States Steel (United States)
Why it mattered
U.S. Steel, created in 1901 and once the largest company in the United States, had become the smallest of the country's three big steelmakers. In August 2023 it turned down a $7.8bn offer from Cleveland-Cliffs that the United Steelworkers union backed. On 18 December 2023 Nippon Steel, Japan's largest steelmaker, agreed to pay $55 a share in cash, a 40% premium, for an equity value of $14.1bn and $14.9bn including debt. It promised to keep the name, the Pittsburgh headquarters and the union contracts, and agreed a $565m break fee if regulators blocked the deal.
Opposition crossed party lines. The union attacked the sale, President Biden opposed it in March 2024 citing national security, and Donald Trump vowed to block it. Shareholders approved with more than 98% in April 2024 and every regulator outside the United States had cleared it by May. After a split recommendation from the Committee on Foreign Investment in the United States, Biden prohibited the deal on 3 January 2025, and the companies sued. Trump ordered a fresh review in April, announced a "partnership" on 23 May, and on 13 June allowed the deal subject to a national security agreement. It closed on 18 June 2025.
What it left behind
The agreement committed Nippon Steel to about $11bn of new investment by 2028, a board majority and chief executive who are US citizens, and no transfer of production or jobs abroad. The golden share lets the president appoint one independent director and requires his consent for cuts to that investment, a change of name or headquarters, and certain plant closures or idlings. It was first used in September 2025, when the commerce secretary told U.S. Steel it could not idle its Granite City plant in Illinois as planned in November, and the company reversed course. For Nippon Steel the bill arrived in its accounts: it had to hand its 50% stake in the AM/NS Calvert joint venture to ArcelorMittal at a one-time loss of ¥231.5bn, and its net profit for the year to March 2026, also hit by weak markets, fell 95% to ¥17.2bn. When a government keeps a standing veto over operating decisions, the buyer has acquired a permanent partner along with the company, and the valuation has to carry that partner's priorities.