Esmark Responds to CSN's Revised Offer for Wheeling-Pitt.CHICAGO -- Esmark Incorporated ("Esmark"), a steel services company supported by global investor Franklin Mutual Advisers, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , and advised by JP Morgan, commented on the supposed "substantially enhanced offer" by Companhia Siderurgica Nacional's (NYSE NYSE See: New York Stock Exchange : SID) ("CSN CSN Crosby, Stills, and Nash (band) CSN Centrala studiestödsnämnden (Swedish: state education grant and loan program) CSN Confédération des Syndicats Nationaux (French) ") for Wheeling-Pittsburgh Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : WPSC WPSC Wisconsin Public Service Commission ) ("Wheeling-Pitt") announced earlier today: Wheeling-Pitt's board and executive management claim that the new proposal from CSN is "substantially enhanced" for the reasons set forth below. On closer scrutiny, Esmark believes that CSN's new proposal is not in reality a significant improvement. * Wheeling-Pitt/CSN claim: Improved economic consideration to address the value of the Heartland Assets. * Esmark Response: The value of the Heartland facility continues to be overstated by approximately $80 million dollars. Under the new proposal, the once bankrupt Heartland facility is given a firm value to EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become multiple of 9.8x, which we believe is unrealistic. Esmark believes the present value of CSN's new proposal is only $17.59. (See attached chart). * Wheeling-Pitt/CSN claim: CSN will take the risk if the USW USW Und So Weiter (German: and so on) USW Undersea Warfare USW United Steel Workers USW US Wheat Associates USW Ultrasonic Welding USW Ultra Short Wave USW US West Telecommunications (stock symbol) does not resolve the successorship issue by selling shares to remain below 50%. * Esmark Response: It is the shareholders of Wheeling-Pitt that are taking the risk because CSN would have to sell approximately 7.5 million shares to keep its position under 50% and such selling pressure Esmark believes would adversely affect the trading value of Wheeling-Pitt shares. Shareholders are taking further risk as detailed below. * Wheeling-Pitt/CSN claim: The new proposal strengthens the balance sheet. * Esmark Response: The new proposal continues to add incremental debt of $175 million in the first year, which may be reduced by $87 million depending on subscription to the rights offering. * Wheeling-Pitt/CSN claim: The new proposal provides for participation in equity upside. * Esmark Response: Esmark continues to believe that the equity upside is limited under the CSN proposal. The full requirement of slabs from CSN won't be available until approximately 2010. The USW has stated that it will not allow Wheeling-Pitt/CSN to import slabs under the existing collective bargaining agreement The contractual agreement between an employer and a Labor Union that governs wages, hours, and working conditions for employees and which can be enforced against both the employer and the union for failure to comply with its terms. . Esmark does not believe that Wheeling-Pitt is taking into account its current profit sharing profit sharing, arrangement by which employees receive, in addition to their wages, a share of the net profits of a business. The purpose is to give them an incentive to increase their output through enhanced morale, less wasteful use of materials, better care of and VEBA VEBA Voluntary Employees' Beneficiary Association contributions in its financial projections. Wheeling-Pitt/CSN could have to pay profit sharing and VEBA contributions of over 50% of its net income. Instead, Wheeling-Pitt is assuming that it can amend that requirement which the USW has rejected. As Institutional Shareholder Services (ISS ISS See Institutional Shareholder Services (ISS). ) stated, it "believes that USW's opposition to WP's proposal would make it very difficult for the management to realize substantial shareholder benefit from the CSN transaction." James P. Bouchard, Esmark's Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , stated, "In addition, the merger with CSN does not address the management problems that have caused Wheeling-Pitt to suffer losses in one of the best markets for steel companies in years. We continue to believe that Esmark's slate of directors, management team and plan are superior. If our board is elected, we will put our management team in place to start to fix Wheeling-Pitt, and we believe the new board will fairly and fully evaluate all of the options available to it, including combinations with Esmark or CSN." [TABLE OMITTED] Esmark Incorporated has previously filed its definitive proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. relating to the 2006 annual meeting of Wheeling-Pittsburgh Corporation stockholders with the Securities and Exchange Commission (the "SEC") and has mailed its definitive proxy statement and WHITE proxy card to Wheeling-Pittsburgh stockholders. Esmark urges Wheeling-Pittsburgh stockholders to read its definitive proxy statement and other related documents as they contain important information, including information relating to the participants in the solicitation. Copies of the definitive proxy statement are available free of charge at the SEC's website at http://www.sec.gov or by contacting Esmark's proxy solicitor, Innisfree M&A Incorporated, at its toll-free number (888)750-5834. About Esmark Headquartered in Chicago and founded by the Bouchard Group, Esmark is a steel services family of companies. The mission of Esmark is to establish the benchmark standards for strategic consolidation, operating efficiency and management excellence in the steel sector. More information about Esmark can be found at www.esmark.com. This press release contains forward-looking statements. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include the ability to successfully solicit sufficient proxies to elect Esmark's nominees for director and the ability to achieve anticipated cost savings as a result of the proposed merger, competition in the steel industry, dependence on suppliers of raw materials, and cyclical demand for steel products. |
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