Wheeling-Pittsburgh Corporation and Esmark Incorporated Enter into Merger Agreement.Merger Expected To Close in Summer 2007 Subject To Shareholder Approval WHEELING, W.V. -- The Boards of Directors 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") and Esmark Incorporated ("Esmark") today jointly announced that they have entered into an agreement to combine the two companies. Subject to approval by Wheeling-Pitt and Esmark shareholders, execution of certain agreements such as a standby standby Medtalk adjective Referring to the immediate availability of a certain specialist–anesthesiologist, surgeon, who can be deployed in a medical emergency. Cf Concurrent. purchase agreement for the rights offering, and other customary regulatory approvals, the transaction is expected to be completed in the summer of 2007. The agreement to combine Wheeling-Pitt and Esmark provides for the formation of a new company, to be called Esmark, Inc. ("New Esmark"). Under the terms of the combination, existing Wheeling-Pitt shareholders will receive one share of New Esmark stock for each share of WPSC stock. Wheeling-Pitt shareholders will also be able to elect to receive on a pro-rata basis either: (1) a right to purchase, up to $200 million worth of additional New Esmark shares at $19.00 per share; or (2) a put right allowing shareholders electing that option to put back to New Esmark a shares of New Esmark stock for $20.00 per share, subject to a maximum of $150 million. The share purchase rights and put options must be exercised within 10 days of closing and both are subject to pro-ration if the elections exceed the maximum amounts specified. Esmark shareholders will receive 17.5 million New Esmark shares in the aggregate as well as additional shares in connection with any new equity raised by Esmark prior to the closing date. The pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. share purchase rights offer extended to existing Wheeling-Pitt shareholders provides an opportunity to invest in New Esmark at $19.00 per share. In addition, terms of the merger agreement provide that the rights offering will be back-stopped allowing the Company to raise $200 million. The put rights offered to existing Wheeling-Pitt shareholders provides those shareholders choosing that election with some protection against the prospect of New Esmark stock trading below $20 per share in the 10 day period after the closing of the merger. On December 5, 2006, Wheeling-Pitt's board appointed an independent committee to review, evaluate and negotiate the merger between Wheeling-Pitt and Esmark. The independent committee retained its own legal counsel and internationally recognized investment banking financial advisors. The independent committee and its advisors conducted extensive due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. on Esmark, performed a detailed review of the Esmark proposal and evaluated the prospect for the combined company and, at the conclusion of that work, recommended approval of a proposed transaction. New Esmark will be led by James P. Bouchard, Chairman of the Board and Chief Executive Officer, and Craig T. Bouchard will be Vice-Chairman and President. The board will be comprised of all of the existing Wheeling-Pittsburgh existing directors, and Esmark will have the right to appoint two additional directors. It is anticipated that senior management will be comprised of both existing Wheeling-Pitt and Esmark executives. Commenting on the approval of the combination by the respective boards, New 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, "Today marks an important milestone in our vision to build the most efficient downstream From the provider to the customer. Downloading files and Web pages from the Internet is the downstream side. The upstream is from the customer to the provider (requesting a Web page, sending e-mail, etc.). steel production and distribution company in the U.S. By blending the mini-mill, service center, converter (1) A device that changes one set of codes, modes, sequences or frequencies to a different set. See A/D converter. (2) A device that changes current from 60Hz to 50Hz and vice versa. and finishing assets of the two companies, we expect to be able offer our customers across the Midwest a low-cost production and just-in-time delivery method unrivaled in the domestic steel industry." Bouchard noted that the proposed combination could have not reached this milestone without the full support of the United Steelworkers United Steelworkers (USW) historic labour union representing workers in steel, aluminum, and other metallurgical industries for much of the 20th century. In the U.S. of America and believes that the merger is in the best interests of Wheeling-Pitt's employees and the Ohio and Monongahela Valley communities. Craig T. Bouchard, New Esmark's Vice-Chairman and President, added, "Once approved by shareholders, the combination of Wheeling-Pitt and Esmark will result in a company with a greatly improved capital structure and earnings potential. We are achieving strong support on Wall Street by supporting our strategic vision with blue chip investors, the finest mill partnerships, reconstructing raw material supply relationships, and assembling a very large customer base. Our goal is to create a next-generation steel services company poised for growth. The Chair of the Wheeling-Pitt independent committee, former Birmingham Steel (now part of Nucor) CEO James A. Todd, said, "The independent committee conducted a thorough evaluation of Esmark and believes that a combination with Esmark provides a great opportunity to build a profitable steel company. We believe that Wheeling-Pitt will benefit from Jim and Craig Bouchard's vision to build a model downstream steel company with a strong customer focus." The Independent Committee of Wheeling-Pittsburgh Corporation was advised by UBS UBS Union Bank of Switzerland UBS United Bible Societies UBS United Blood Services UBS United Buying Service UBS Used Bookstore UBS University Business Services UBS Universal Building Society (UK) UBS Ulaanbaatar Broadcasting System Securities LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control and Buchanan, Ingersoll & Rooney, PC. Esmark's merger and advisory team included investment banker Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. JPMorgan, legal counsel McGuireWoods LLP LLP - Lower Layer Protocol and communications consultant, Edelman. In connection with the proposed merger transaction between Wheeling-Pittsburgh and Esmark, New Esmark intends to file a registration statement on Form S-4 and related 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. with the SEC. Stockholders of Wheeling-Pittsburgh and Esmark are urged to read the registration statement, proxy statement and any other relevant documents filed with the SEC, 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 and Esmark. Shareholders will be able to obtain a free copy of the registration statement and related proxy statement, as well as other filings containing information about Wheeling-Pittsburgh and Esmark, at the SEC's website at www.sec.gov. New Esmark, Wheeling-Pitt, Esmark and their respective directors and executive officers may be deemed participants in the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual 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 when they become available. This communication shall not constitute an offer or any securities for sale. 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. Cautionary Language This information contained in this press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. In particular, statements containing estimates or projections of future operating or financial performance are not historical facts, and only represent a belief based on various assumptions, all of which are inherently uncertain. Forward-looking statements reflect the current views of management and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in such statements. These risks and uncertainties include, among others, factors relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc : (1) the risk that the businesses of Esmark and Wheeling-Pittsburgh will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; (2) the ability of New Esmark, Esmark and Wheeling-Pitt to realize the expected benefits from the proposed combination, including expected operating efficiencies, synergies, cost savings and increased productivity, and the timing of realization of any such expected benefits; (3) lower than expected operating results for Wheeling-Pitt or for New Esmark; (4) the risk of unexpected consequences resulting from the combination; and (5) certain other risks identified in "Item 1A - Risk Factors" section of the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2006, and other reports and filings with the SEC, which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements. In addition, any forward-looking statements represent Wheeling-Pittsburgh Corporation's views only as of today and should not be relied upon as representing the Company's views as of any subsequent date. While Wheeling-Pittsburgh Corporation may elect to update forward-looking statements from time to time, the Company specifically disclaims any obligation to do so. About Wheeling-Pittsburgh Corporation Wheeling-Pittsburgh is a steel company engaged in the making, processing and fabrication fabrication (fab´rikā´sh n the construction or making of a restoration. of steel and steel products using both integrated and electric arc furnace An electric arc furnace (EAF) is a furnace that heats charged material by means of an electric arc. Arc furnaces range in size from small units of approximately one ton capacity (used in foundries for producing cast iron products) up to about 400 ton units used for secondary technology. The Company manufactures and sells hot-rolled, cold-rolled, 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. , pre-painted and tin millsheet products. The Company also produces a variety of steel products including roll formed corrugated cor·ru·gate v. cor·ru·gat·ed, cor·ru·gat·ing, cor·ru·gates v.tr. To shape into folds or parallel and alternating ridges and grooves. v.intr. roofing, roof deck, floor deck, bridge form and other products used primarily by the construction, highway and agricultural markets. 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. |
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