Cleveland-Cliffs still interested in U.S. Steel if pending merger fails

Cleveland-Cliffs CEO Lourenco Goncalves said Monday his company is ready to make another offer for U.S. Steel if its attempted merger with Japan’s Nippon Steel fails for good.

“We have an all-American solution,” he said during a fiery news conference at the company’s stainless steel plant in Butler.

Details were scant. He vowed to move to Pittsburgh, along with other Cleveland-Cliffs executives, and keep U.S. Steel’s headquarters there in the event of a takeover but declined to comment on reports that Charlotte-based steelmaker Nucor could be involved in a future joint offer.

Nucor also declined to comment. Reports from multiple news outlets indicate Cleveland-Cliffs may put up around $10 billion for U.S. Steel before selling off the Pittsburgh corporation’s Big River Steel subsidiary in Arkansas to Nucor.

U.S. Steel has facilities in eight other states, including Pennsylvania, home of the Mon Valley Works integrated steelmaking operation.

U.S. Steel spokesperson Amanda Malkowski said Goncalves remarks were an attempt to divert attention from what she called monopolistic conspiracies in the face of declining performance at Cleveland-Cliffs.

“U. S. Steel has a merger agreement with Nippon Steel and remains committed to completing it. Only Nippon Steel’s partnership will deliver $55 per share to our shareholders and guarantee the significant capital investments and technology sharing needed to ensure a strong U. S. Steel for generations to come and protect jobs,” Malkowski said.

Cleveland-Cliffs initially offered a $7.3 billion buyout in 2023 before upping its proposal to $14.7 billion in cash and stock, compared with Nippon’s $14.9 billion all-cash offer.

President Joe Biden blocked the Nippon buyout this month. The companies have until June 18 to ditch the deal.

In the meantime, they’re asking a federal appeals court to overturn Biden’s decision and force a new national security review by the Committee on Foreign Investment in the United States, arguing the process was tainted by politics.

An accompanying lawsuit accuses Goncalves and United Steelworkers International President David McCall, who favors a buyout from Cleveland-Cliffs, of undermining the Nippon deal for anti-competitive reasons. If the companies get their desired injunction, Goncalves would likely be barred from hosting news conferences that discuss U.S. Steel.

Goncalves called the allegations “so baseless, so crazy, so tinfoil hat” while making legal threats of his own against Nippon CEO Eiji Hashimoto for things he believes the Japanese executive said about him.

The conference also laid bare Goncalves’ habit of making derisive comments about Japan as a steel producer and geopolitical actor as well as Japanese culture.

“China is bad, China is evil, China is horrible,” he said, discussing the trade practices of a top American adversary. “But Japan is worse.”

Referencing World War II, which ended with America dropping two nuclear bombs on Japan, he continued: “You did not learn anything since 1945.”

Later, he grabbed one of the several American flags behind him and shouted: “The United States of America. Japan, beware.”

“We are incredibly disappointed in the verbal attacks levied by Mr. Goncalves toward the outstanding local leadership across Pennsylvania, the many members of the USW who have supported the combination of U. S. Steel and Nippon Steel, and the people of Japan – a critical U.S. ally,” Malkowski said.

Nippon officials declined to comment Monday.

When pressed by a reporter on his past comments suggesting Nippon Steel executives and Japanese officials might kill themselves if the U.S. Steel deal falls through, he doubled down.

“There are several ways for Japanese people to convey their repent when they do something bad,” he said. “Seppuku (ritualistic suicide) happened in the past.”

Biden wasn’t safe from Goncalves’ criticism, either, despite ultimately ordering U.S. Steel and Nippon to unwind their merger.

“Biden blocked the deal — that’s a fact,” he said. “But President Trump was the first to say, ‘I will block it.’”

Goncalves sought to align himself with Trump, who may get the final say on Nippon’s buyout bid if the courts force another national security review.

Likewise, U.S. Steel CEO David Burritt recently complimented Trump as a “smart guy” who can “step in now and undo the wrongful, shameful, corrupt actions of Biden.”

The incoming president also could influence a near-certain antitrust review if U.S. Steel were to go with Cleveland-Cliffs. Goncalves, who heads one of the country’s largest steelmakers, said he’s confident merging with another major domestic player would survive Justice Department scrutiny. Steel industry analysts have told TribLive that’s a long shot.

Just three months ago, however, his company completed its $2.8 billion acquisition of Canadian steelmaker Stelco after passing an antitrust review with what he called “flying colors.”

Gov. Josh Shapiro also made Goncalves’ nice list. The governor has tried to position himself as an honest broker between the companies, the union and the Biden administration in recent months but, according to Goncalves, he’s come around to Cleveland-Cliffs’ perspective.

Manuel Bonder, a spokesperson for Shapiro, said the governor has talked to Goncalves but won’t consider endorsing a Cleveland-Cliffs proposal until a formal bid is placed. The governor’s priorities, Bonder noted, are capital investments in the Mon Valley Works, keeping U.S. Steel headquartered in Pittsburgh and preserving jobs for the long term.

“The governor will continue working directly with steelmakers, steelworkers, elected leaders and local officials to find a long-term solution that protects the future of steelmaking in Western Pennsylvania and delivers for the workers who built U.S. Steel and this country,” Bonder said.