Ancora Announces Suspension of Campaign Following President Trump’s Initiation of New CFIUS Review of U.S. Steel’s (X) Sale to Nippon Steel

Key Summary: On January 27, 2025, Ancora Holdings has nominated a new Board slate with Alan Kestenbaum as CEO to replace U.S. Steel's leadership. On April 9, 2025, Ancora announced the withdrawal of its director nominations and suspension of its campaign at U.S. Steel’s upcoming Annual Meeting

Market Cap: $10 billion | United States Steel Corporation produces and sells flat-rolled and tubular steel products primarily in North America and Europe.

  • On January 27, 2025, Ancora Holdings stated that it has nominated a majority slate of independent directors for the 2025 U.S. Steel Board, proposing industry veteran Alan Kestenbaum as CEO to replace David Burritt. Ancora criticizes the Board's decision to pursue a risky sale to Nippon Steel, which was blocked by a Presidential Executive Order, and argues that the Board's actions and Burritt's leadership have hindered U.S. Steel's financial health and performance. The slate's plan includes revamping leadership, halting unnecessary spending, and focusing on a public market turnaround. Ancora aims to restore U.S. Steel's operations, protect key facilities, and drive shareholder value without pursuing further sale talks. Source
  • On February 10, 2025, Ancora Holdings issued a letter to U.S. Steel’s Board, urging them to abandon efforts to resurrect the Nippon sale following President Trump’s reaffirmation that the deal is dead. Ancora criticized CEO David Burritt for wasting time and resources on the failed merger, and called for the immediate collection of the $565 million termination fee from Nippon. They proposed Alan Kestenbaum and an independent slate of directors to lead a revitalization of the company through a multibillion-dollar investment plan, emphasizing the importance of prioritizing shareholder interests and avoiding further losses from Burritt’s failed leadership.
  • On February 27, 2025, Ancora Holdings Group, LLC has urged the Board to postpone the 2025 AGM amidst ongoing uncertainty regarding litigation over the blocked sale to Nippon Steel Corporation. Emphasizing shareholder concerns and support for delaying the meeting until clarity on the deal's future emerges, Ancora contends that proceeding with the election while promoting hopes of reviving the transaction would be seen as a move to entrench current leadership. Source
  • On April 4, 2025, Ancora published certain materials on www.MakeUSSteelGreatAgain.com
  • On April 7, 2025, Ancora Holdings filed proxy materials seeking support for its nominees. Ancora advocates for pursuing a $55 per share sale to Nippon Steel Corporation while also proposing an alternative five-point plan under CEO Alan Kestenbaum's leadership. This plan aims to reverse past board decisions, revitalize U.S. Steel's union plants, and deliver a $19.25 per share special dividend, targeting a pro forma total stockholder return exceeding $75. Source
  • On April 7, 2025, Ancora urged the board to delay the May 6 annual meeting until after the new 45-day CFIUS review of the $55 per share Nippon Steel deal, ordered by President Trump, is complete. Ancora supports the deal and believes the election contest would be unnecessary if it’s approved but argues that shareholders deserve full clarity before voting. Ancora criticized the board for prioritizing their own retention and reiterated its nomination of nine directors to prepare the company for a standalone future amid ongoing uncertainty. Source
  • On April 9, 2025, Ancora announced the withdrawal of its director nominations and suspension of its campaign at U.S. Steel’s upcoming Annual Meeting, citing growing momentum for the $55/share sale to Nippon Steel and productive dialogue between the parties and the Trump Administration amid a new CFIUS review. Source

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