Esmark and NLMK-Duferco Joint Venture to Make Joint Bid to Acquire Winner Steel.CHICAGO -- Esmark Incorporated, along with a joint venture partnership including Russia's Novolipetsk Steel Novolipetsk Steel (RTS:B>NLMK MICEX:B>NLMK), or NLMK, is one of the four largest steel companies in Russia with sales of more than US$6.0 billion in 2006 and 9.1 million tonnes of steel output. NLMK's share of domestic crude steel production was about 13% in 2006. (NLMK) and Switzerland-based Duferco Group, today announced that Esmark and Duferco U.S. Investment Corporation have formed a consortium to purchase the assets of Winner Steel, based in Sharon, Pennsylvania Sharon is a city in Mercer County, Pennsylvania, in the United States, 75 miles (121 km) northwest of Pittsburgh. Sharon is located at (41.230106, -80.498960)GR1. . Terms of the proposed acquisition bid were not disclosed. Duferco U.S. Investment Corporation is a wholly-owned subsidiary of Steel Invest & Finance S.A. (Luxembourg), a 50/50 joint venture between Duferco Group and Novolipetsk Steel. The consortium has entered into a letter of intent with Winner Steel to purchase Winner's galvanized gal·va·nize tr.v. gal·va·nized, gal·va·niz·ing, gal·va·niz·es 1. To stimulate or shock with an electric current. 2. steel production facilities, which is subject to negotiation and execution of a definitive asset purchase agreement and other conditions. In commenting on the consortium's bid to acquire Winner Steel, James P. Bouchard, 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. of Esmark, noted that Esmark's strong relationship with Duferco and its long-term slab arrangement in the event of its proposed merger with Wheeling-Pittsburgh Steel Wheeling-Pittsburgh Steel is a steel manufacturer based in Wheeling, West Virginia, which is located at the edge of the Pittsburgh metropolitan area. In December 1968, Pittsburgh Steel Company was merged into Wheeling Steel Corporation to form the current company. 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 ) would further strengthen Esmark's footprint in the Midwest steel corridor. "Esmark continues to add strategic assets to expand its product capabilities to better serve our loyal customer base. The addition of Winner Steel's galvanized steel production assets, combined with Duferco's neighboring Farrell facility, will allow Esmark to bolster its converter operations, service center network and pre-painted division and provide customers with a value-added, just-in-time solution," said Bouchard. "The combination of our international partners' resources and expertise and Esmark's low-cost service center model will help us expand on our growth strategy in the U.S. marketplace." Winner Steel is one of the largest independent galvanized steel producers 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. . Its operations are located on a single site in Pennsylvania and include three galvanizing galvanizing, process of coating a metal, usually iron or steel, with a protective covering of zinc. Galvanized iron is prepared either by dipping iron, from which rust has been removed by the action of sulfuric acid, into molten zinc so that a thin layer of the zinc lines with combined annual capacity of around 1.2 million tons and 2006 production of approximately 800,000 million tons. The main applications of the galvanized steel produced by the company are in the construction, appliances and automotive industries Automotive Industries, Ltd. (Hebrew: תעשיות רכב נצרת עלית, תע"ר . Winner Steel is located close to Farrell facility, which is already part of the NLMK-Duferco joint venture, and is one of the primary suppliers of cold-rolled steel to Winner Steel and the galvanizing segment of the industry. Alexey Lapshin, NLMK President and the Board Member of Steel Invest and Finance S.A., said: "We welcome this development in the business of our joint venture with Duferco Group. It will provide for an increase in value-added products and further expansion into the large North American North American named after North America. North American blastomycosis see North American blastomycosis. North American cattle tick see boophilusannulatus. market. We are delighted to have Esmark, one of the most dynamic companies in the U.S. steel The United States Steel Corporation (NYSE: X) is an integrated steel producer with major production operations in the United States and Central Europe. The company is the world's seventh-largest steel producer ranked by sales (see list of steel producers). industry, as our partner in this project." Benedict Sciortino, Director of Duferco Group and a Board Member of Steel Invest and Finance S.A., said: "Being located just next to our Farrell facility in Sharon, Winner Steel is a logical component of our North American growth strategy. The acquisition is likely to create substantial synergies by ensuring a stable supply of cold-rolled material to Winner Steel and by increasing the downstream exposure of the NLMK-Duferco joint venture. We are delighted to work together with Esmark on this transaction and are hopeful that it will lead to successful joint projects in the future." The Winner Steel transaction, which is subject to the negotiation and execution of a definitive agreement and regulatory approvals, is expected to be completed in the second quarter of 2007. About Esmark Incorporated 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. For further information visit www.esmark.com About Novolipetsk Steel Novolipetsk Steel (NLMK) is one of the world's leading steel companies and one of the three largest flat steel producers in Russia, producing over 9 million tonnes of crude steel annually. NLMK's production facilities are among the most technologically advanced in Russia, producing flat steel products in a variety of grades and sizes. NLMK is one of the world's most profitable steel companies with 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 margin over 40%. The traditional strengths of the Company are: vertical integration into raw materials, world class assets with a competitive cost of production, proximity to mature and developing markets where the company has strong positions, sound financial performance, professional and experienced management team. For further information visit www.nlmksteel.com About Duferco Group Duferco Group is an international steel production, processing and trading group with headquarters in Lugano, Switzerland. Duferco had revenues in excess of USD USD In currencies, this is the abbreviation for the U.S. Dollar. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 7 billion in 2005, and is one of the world's largest companies engaged in the worldwide production, distribution and trade of all types of steel products, including raw materials used in steel making processes. Duferco has trading and production activities in more then 40 countries. It operates steel making and processing plants in Western and Eastern Europe Eastern Europe The countries of eastern Europe, especially those that were allied with the USSR in the Warsaw Pact, which was established in 1955 and dissolved in 1991. , USA, South Africa South Africa, Afrikaans Suid-Afrika, officially Republic of South Africa, republic (2005 est. pop. 44,344,000), 471,442 sq mi (1,221,037 sq km), S Africa. and Central America Central America, narrow, southernmost region (c.202,200 sq mi/523,698 sq km) of North America, linked to South America at Colombia. It separates the Caribbean from the Pacific. . For further information visit www.duferco.com About Steel Invest & Finance S.A. NLMK and Duferco Group formed a joint venture through Steel Invest & Finance S.A. (Luxembourg), a limited liability company (societe anonyme) established under the laws of Luxembourg in which they both hold a 50% interest. The joint venture holds 100% or majority interests in 23 companies including one steel making plant and five steel rolling facilities with total finished steel output of 4.5 million tonnes in 2006 as well as a network of steel service centers. About Winner Steel Winner Steel is one of the largest independent galvanized steel producers in the United States. Its operations are located on a single site in Pennsylvania and include 3 galvanizing lines with combined annual capacity of around 1.2 million tons and production in 2006 of approximately 1 million tons. For further information visit www.winnersteel.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. Stockholders of Wheeling-Pittsburgh are urged to read the registration statement, 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. and any other relevant documents filed with the SEC, if and when they become available, as well as any amendments or supplements to those documents, because they will contain important information, including information on the proposed transaction as well as participants and their interests in Wheeling-Pittsburgh. You will be able to obtain a free copy of the registration statement and related proxy statement, as well as other filings containing information about Esmark and Wheeling-Pittsburgh, at the SEC's website at www.sec.gov. Esmark and its directors and executive officers may be deemed participants in the solicitation of proxies from the stockholders of Wheeling-Pittsburgh in connection with the proposed transaction. Information regarding the participants in the proxy solicitation and their respective interests may be obtained by reading the registration statement and related proxy statement regarding the proposed transaction if and when they become available. This communication shall not constitute an offer or any securities for sale. |
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