Regarding the Proposed Acquisition of the United States Steel Corporation by Nippon Steel Corporation
By the authority vested in me as President by the Constitution and the laws of the United States of America, including section 721 of the Defense Production Act of 1950, as amended (section 721), 50 U. S.
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By the authority vested in me as President by the Constitution and the laws of the United States of America, including section 721 of the Defense Production Act of 1950, as amended (section 721), 50 U.S.C. 4565, it is hereby ordered:
Section 1. Review by the Committee on Foreign Investment in the United States. (a) On March 14, 2024, the Committee on Foreign Investment in the United States (CFIUS) received a voluntary notice describing the proposed acquisition by (1) Nippon Steel Corporation, a corporation organized under the laws of Japan (Nippon Steel); (2) Nippon Steel North America, Inc., a New York corporation (Nippon Steel NA); and (3) 2023 Merger Subsidiary, Inc., a Delaware corporation (together with Nippon Steel and Nippon Steel NA, the Purchasers), of United States Steel Corporation, a Delaware corporation (U.S. Steel, and such proposed acquisition, the Proposed Transaction). CFIUS subsequently initiated a review and investigation of the Proposed Transaction, which ultimately concluded with a referral to the President on December 23, 2024, for decision pursuant to section 721(d).(b) On January 3, 2025, pursuant to section 721(d)(1), then-President Biden issued an order titled “Regarding the Proposed Acquisition of United States Steel Corporation by Nippon Steel Corporation” (January 3 Order), which prohibited the Proposed Transaction.(c) The statutory provision on which the January 3 Order was based authorizes the President to “take such action for such time as the President considers appropriate to suspend or prohibit any covered transaction that threatens to impair the national security of the United States.” 50 U.S.C. 4565(d)(1). Consistent with that authority, section 3 of the January 3 Order reserved the President’s authority to issue further orders as “necessary to protect the national security of the United States.”(d) Pursuant to the authority referred to in subsection (c) of this section, and the President’s authority to reconsider prior actions, on April 7, 2025, I issued a Presidential Memorandum, entitled “Review of Proposed United States Steel Corporation Acquisition” (April 7 Memo), which directed CFIUS to conduct a de novo review of the Proposed Transaction to assist me in determining whether further action in this matter may be appropriate.(e) CFIUS submitted a recommendation to me on May 21, 2025, which, in accordance with the April 7 Memo, described CFIUS agency views regarding the risks to national security arising as a result of the Proposed Transaction, and included views on whether any measures proposed by U.S. Steel and the Purchasers are sufficient to mitigate those national security risks. The recommendation included a statement describing the position of each member agency of CFIUS, including the reasons for such position.