Nippon, U.S. Steel file suit against Biden administration, union, and rival after US$15B deal scuttled

An employee enters Nippon Steel's plant in Kashima, Japan on Dec. 6, 2024. (Ayaka McGill / AP Photo)

WASHINGTON -

Nippon Steel and U.S. Steel filed a federal lawsuit Monday challenging a Biden administration decision to block Nippon's proposed US$15 billion acquisition of the Pittsburgh company and said that the head of the Steelworkers union and a rival steelmaker worked together to scuttle the buyout.

In moving to block the transaction Friday, Biden said U.S. companies producing a large amount of steel need to "keep leading the fight on behalf of America's national interests," though Japan, where Nippon is based, is a strong ally.

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In separate lawsuits filed Monday in the U.S. Court of Appeals for the District of Columbia and the U.S. District Court for the Western District of Pennsylvania, the steelmakers allege that it was a political decision made by the Biden administration that had no rational legal basis.

"Nippon Steel and U. S. Steel have engaged in good faith with all parties to underscore how the Transaction will enhance, not threaten, United States national security," the companies said in a prepared statement Monday.

Nippon Steel had promised to invest $2.7 billion in U.S. Steel's aging blast furnace operations in Gary, Indiana, and Pennsylvania's Mon Valley, and had said it is best positioned to help the U.S. compete in an industry dominated by the Chinese.

U.S. Steel has warned that, without Nippon Steel's cash, it will shift production away from the blast furnaces to cheaper non-union electric arc furnaces and move its headquarters out of Pittsburgh.

Biden on Friday halted the takeover after federal regulators deadlocked on whether to approve it -- because "a strong domestically owned and operated steel industry represents an essential national security priority. ... Without domestic steel production and domestic steel workers, our nation is less strong and less secure," he said in a statement.

While administration officials have said the decision was unrelated to Japan's relationship with the U.S. -- this is the first time a U.S. president has blocked a merger between a U.S. and Japanese firm.

Biden departs the White House in two weeks.

The president's decision arrived after the Committee on Foreign Investment in the United States, known as CFIUS, failed to reach consensus on possible national security risks last month.

Robyn Patterson, a White House spokesperson said in a statement defending the President's decision that "a committee of national security and trade experts determined this acquisition would create risk for American national security."

"President Biden will never hesitate to protect the security of this nation, its infrastructure, and the resilience of its supply chains," Patterson said.

In a separate lawsuit filed in the District Court for the Western District of Pennsylvania, the companies accused steel-making rival Cleveland-Cliffs Inc. and its CEO, Lourenco Goncalves, in coordination with David McCall, the head of the U.S. Steelworkers union, of "engaging in a coordinated series of anticompetitive and racketeering activities" to block the deal.

In 2023, before U.S. Steel accepted the buyout offer from Nippon, Cleveland-Cliffs offered to buy U.S. Steel for $7 billion. U.S. Steel turned down the offer and later accepted an all-cash offer from Nippon Steel, which Biden nixed Friday.

The companies allege that Goncalves, in collusion with McCall, maneuvered to prevent any party other than Cleveland-Cliffs from acquiring U.S. Steel and to damage the Pittsburgh manufacturer's ability to compete. McCall on Monday called the allegations baseless.

"By blocking Nippon Steel's attempt to acquire U.S. Steel, the Biden administration protected vital U.S. interests, safeguarded our national security and helped preserve a domestic steel industry that underpins our country's critical supply chains," McCall said in a prepared statement.

McCall had long questioned Nippon Steel's status as an honest broker for U.S. national trade interests and called Nippon Steel a "serial trade cheater" that had, for decades, undermined the domestic steel industry by dumping its products into U.S. markets.

Cleveland-Cliffs, based in Ohio, did not immediately return a request by The Associated Press for comment.

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Nippon and U.S. Steel allege in the suit that CFIUS was instructed not to offer any counterproposals or hold discussions with them. The companies argued that the review process was manipulated so that the outcome would support a decision Biden had already made, saying he used "undue influence to advance his political agenda."

Nippon, however, will face an incoming administration that has also vowed to block the acquisition.

President-elect Donald Trump last month underscored his intention to block the deal, and pledged to use tax incentives and tariffs to strengthen the iconic American steelmaker.

Shortly after the lawsuits were filed, Trump cemented that stance on his Truth Social platform.

"Why would they want to sell U.S. Steel now when Tariffs will make it a much more profitable and valuable company?" the post said. "Wouldn't it be nice to have U.S. Steel, once the greatest company in the World, lead the charge toward greatness again? It can all happen very quickly!"

Shares of United States Steel Corp. rose more than 3 per cent at the opening bell Monday.