U.S. Steel explores options after rejecting $7.3 billion offer from Cleveland-Cliffs

By Jyoti Narayan and Akanksha Khushi

(Reuters) -United States Steel Corp on Sunday launched a formal review of its strategic options, after rebuffing a takeover offer from rival steelmaker Cleveland-Cliffs Inc.

The unsolicited cash-and-stock offer from Ohio-based Cliffs valued U.S. Steel at about $7.3 billion, representing a 43% premium to its closing price on Friday.

Cliffs went public with its offer after U.S. Steel rejected the bid as being "unreasonable" and instead announced a formal review process, saying the company received multiple bids for parts or all of its business.

"Cliffs feels compelled to make its offer publicly known for the direct benefit of all of U.S. Steel’s stockholders and also make it known that Cliffs stands ready to engage on this offer immediately," Cliffs said in a statement.

Cliffs said it had offered to pay $17.50 in cash and 1.023 shares of its own stock for each U.S. Steel share, which implied a 42% premium to U.S. Steel's closing share price on July 28 when Cliffs privately approached the company.

A merger between Cliffs, which currently has a market capitalization of about $7.5 billion, and U.S. Steel would create a global steelmaking giant and help it compete better in an industry that is largely dominated by China.

Cliffs' approach came after U.S. Steel reported its fifth consecutive quarter of profit declines and fourth straight quarter of falling revenue.

While its second-quarter revenue beat analysts' forecasts, U.S. Steel shares were still trading on a weak price-to-earnings ratio of 5.7, well below the sector median of 9.0, with its shares down roughly 9.3% year to date.

Cliffs has been one of the most acquisitive players in the industry, having bought AK Steel Holding Corp in 2020 and then acquiring the U.S. business of steelmaker ArcelorMittal the same year.

"Although we are now public, I do look forward to continuing to engage with U.S. Steel on a potential transaction, as I am convinced that the value potential and competitiveness to come out of a combination of our two iconic American companies is exceptional," said Lourenco Goncalves, chief executive of Cliffs.

Cliffs said its offer to acquire U.S. Steel had received the support of the United Steelworkers union, which is North America's largest steel industry union.

Cliffs said it had also lined up debt financing for the proposed deal from several banks. The company has tapped Moelis & Company LLC, Wells Fargo, J.P.Morgan and UBS as its financial advisors, with Davis Polk & Wardwell LLP serving as the company's legal counsel.

In a separate statement later Sunday, U.S. Steel confirmed it received an offer from Cliffs and other interested parties.

"U.S. Steel was unable to properly evaluate the proposal because Cleveland-Cliffs refused to engage in the necessary and customary process to assess valuation and certainty unless U.S. Steel agreed to the economic terms of the proposal in advance," U.S. Steel said.

U.S. Steel has hired Barclays Capital and Goldman Sachs Group as its financial advisors, with Milbank LLP and Wachtell, Lipton, Rosen & Katz acting as its legal advisors.

(Reporting by Akanksha Khushi and Jyoti Narayan in Bengaluru; Editing by Paul Simao, Anirban Sen, Chris Reese and Sonali Paul)