Esmark Responds to Shareholder Feedback and Enhances its Merger Proposal By Including up to $200 Million Rights Offering of Wheeling-Pittsburgh Common Stock.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 lead bank JP Morgan Chase N.A., today announced that in response to feedback from 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") shareholders Esmark would include in the terms of its proposal to combine Wheeling-Pitt and Esmark a non-transferable rights offering of up to $200 million of Wheeling-Pitt common stock to existing shareholders of Wheeling-Pitt. In lieu of Franklin Mutual Advisers making all or a portion of the cash investment contemplated by Esmark's existing proposal, Esmark indicated that Franklin Mutual Advisers would be prepared to provide a "back stop", acting as a standby purchaser of any stock purchase rights not exercised by existing Wheeling-Pitt shareholders. Esmark further indicated that Esmark and Franklin Mutual Advisers were prepared to allow Wheeling-Pitt to provide interested shareholders of Wheeling-Pitt and other strategic partners with the opportunity to participate as standby purchasers of a portion of the rights offering with Franklin Mutual Advisers, who would reserve the right to back stop a minimum amount of at least $50 million. Esmark anticipates that the purchase price for shares in connection with a rights offering would reflect a discount from the share valuation of Wheeling-Pitt shares in the proposed merger. Consistent with Esmark's prior proposal, it is anticipated that proceeds would be used to provide additional liquidity for working capital purposes, capital expenditures, share repurchases Share Repurchase A program by which a company buys back its own shares from the marketplace, reducing the number of outstanding shares. This is usually an indication that the company's management thinks the shares are undervalued. from existing shareholders and other general corporate purposes. 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. , James P. Bouchard, said, "We have decided to amend the proposal to take into account the feedback we have received from large shareholders. Existing Wheeling-Pitt investors would have the opportunity to further participate in the upside of creating one of the finest steel distribution companies in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. through additional investments at a per share price lower than the per share price of Wheeling-Pitt stock received by Esmark shareholders in connection with a merger." If its slate of directors is elected at the November 17th Annual Meeting of Wheeling-Pitt shareholders, Esmark intends to present its amended proposal to that new board of directors. Esmark noted that the final terms and conditions of the proposed merger and any related rights offering are subject to Esmark and Wheeling-Pitt reaching an agreement providing for a merger and approval of that agreement by the board of Wheeling-Pitt. Any merger between Esmark and Wheeling-Pitt, including an agreement providing for the rights offering described above, would also be subject to Wheeling-Pitt shareholder approval and other regulatory approvals. 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 relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the 2006 annual meeting of Wheeling-Pittsburgh Corporation shareholders with the Securities and Exchange Commission (the "SEC") and has mailed its definitive proxy statement and WHITE proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. to Wheeling-Pittsburgh stockholders. Esmark urges Wheeling-Pittsburgh shareholders 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 Proxy Solicitor A specialist (firm) hired to gather proxy votes. , 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 forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . 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 cyclical Of or relating to a variable, such as housing starts, car sales, or the price of a certain stock, that is subject to regular or irregular up-and-down movements. demand for steel products. |
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