Published: May 20, 2008
Esmark Incorporated Responds to United Steelworkers' Objections to Proposed Transaction with Essar Steel Holdings
WHEELING, W.Va., May 20 /PRNewswire-FirstCall/ -- Esmark Incorporated
(Nasdaq: ESMK) today responded to the position taken on Friday by the United
Steelworkers (USW) concerning the proposed tender offer and subsequent merger
with Essar Steel Holdings Limited (Essar), emphasizing that the Company has in
all cases observed both the spirit as well as the letter of the "right to bid"
process under the Collective Bargaining Agreement, both in its negotiation
with Essar and interaction with the USW.
Esmark Chairman and CEO, James P. Bouchard, stated that, "The Esmark
proposed transaction was unanimously approved by the Company's Board of
Directors. Essar is a fine company with the resources and management
commitment to invest significantly in the Ohio Valley. Esmark brought Essar
management toPittsburgh early in the negotiation process to meet with union
officials, and we consistently invited the USW's involvement in and support of
the Essar transaction." said Bouchard.
"The USW is attempting to challenge a transaction which would maximize
value for our shareholders and revitalize Wheeling-Pittsburgh Steel and the
Ohio Valley. Despite the USW's direct involvement in the sale process of the
Company since as early as February of this year, the USW has not made or
otherwise arranged an offer for the Company that is equal to or superior to
Essar's proposed transaction," Bouchard noted. "Therefore, Esmark is
encouraging the USW to join in immediate, open and constructive dialogue with
Esmark and Essar to complete the only transaction to materialize as of this
date -- a transaction which is in the best interests of the shareholders, debt
holders, employees and the communities supported by all Esmark facilities and
our Wheeling-Pittsburgh Steel subsidiary. Essar Steel Holdings, which owns
Algoma Steel, Minnesota Steel and the Essar DRI project inTrinidad and
Tobago, has the potential to become a leading low-cost steel producer inNorth
America."
Essar's proposed tender offer for the common stock of Esmark Incorporated
and subsequent merger is subject to certain conditions, including expiration
or waiver of any USW right to bid period, the valid tender in the offer of a
majority of the fully diluted Esmark common stock, and other customary
conditions as well as the approval by the Department of Justice and Committee
on Foreign Investment inthe United States.
This press release contains forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended. 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, but are not limited
to (i) uncertainties concerning the parties entry into definitive agreements
including exercise of the United Steelworkers right to bid, (ii) the risk that
the conditions to closing under such agreements may not be satisfied and (iii)
certain other risks detailed in the other reports and filings with the SEC by
the Company, 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 the Company's views only as
of today and should not be relied upon as representing views as of any
subsequent date. While the Company may elect to update forward-looking
statements from time to time, it specifically disclaims any obligation to do
so.
About Esmark Incorporated
Esmark Incorporated is a vertically integrated steel producer and
distributor, combining steel production capabilities through both blast
furnace and electric arc furnace technologies with the just-in-time delivery
of value-added steel products to a broad customer base concentrated in the
Ohio Valley and Midwest regions. Currently headquartered inWheeling, WV, the
Company is a producer of carbon flat-rolled products for the construction,
container, appliance, converter/processor, steel service center, automotive
and other markets. The company's products include various sheet products such
as hot rolled, cold rolled, hot dipped galvanized, electro-galvanized, black
plate and electrolytic tinplate. More information about Esmark can be found
at http://www.esmark.com.
Important Information
This document is for informational purposes only and is not an offer to
buy or the solicitation of an offer to sell any securities. In the event the
Esmark and Essar enter into a definitive merger agreement and following the
commencement of the offer contemplated thereby, Esmark will file a
solicitation/recommendation statement with respect to the offer. Once filed,
Esmark stockholders should read these materials carefully prior to making any
decisions with respect to the offer because they will contain important
information, including the terms and conditions to the offer. Once filed,
Esmark stockholders will be able to obtain the offer to purchase, the
solicitation/recommendation statement and related materials with respect to
the offer free of charge at the SEC's site at http://www.sec.gov, or from
Esmark.
SOURCE Esmark Incorporated
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