Wheeling-Pittsburgh Corporation and Esmark Incorporated Amend Merger Agreement and Form S-4
24 October 2007 - 5:00AM
PR Newswire (US)
WHEELING, W.Va., Oct. 23 /PRNewswire-FirstCall/ --
Wheeling-Pittsburgh Corporation (NASDAQ:WPSC)
("Wheeling-Pittsburgh") and Esmark Incorporated ("Esmark") today
announced that they have entered into an amendment to their March
16, 2007 definitive merger agreement to adjust the timing of the
put and purchase rights to be granted to Wheeling-Pittsburgh
stockholders in connection with the combination. The agreement, as
amended, now provides that each Wheeling-Pittsburgh stockholder as
of the election deadline (which will be at least 5 business days
before the special meeting of Wheeling-Pittsburgh stockholders to
vote on the combination) will have the option to elect to receive
one of the following for their shares of Wheeling-Pittsburgh common
stock: (1) the right to elect to receive $20.00 per share in cash;
(2) a share for share exchange in the parent company of
Wheeling-Pittsburgh and Esmark after the combination ("New Esmark")
plus a right to purchase newly issued shares of New Esmark common
stock at $19.00 per share; or (3) a share for share exchange for
New Esmark common stock. The "purchase rights" and "put rights" are
now structured so that all owners of record as of the election date
can make the elections of such rights. Further, the election of
these rights now occurs prior to the date of the special meeting of
the Wheeling-Pittsburgh stockholders rather than on the date of the
meeting, and the exercise of these rights occurs prior to the date
of the meeting rather than for a period of 10 days after the
effective date of the combination. The purchase rights and put
rights remain subject to the same caps as previously announced. The
agreement was amended after discussions with the SEC staff, to
address concerns that the put rights may, in the staff's view,
technically constitute a tender offer under applicable SEC rules if
they were exercisable after the closing of the combination. The
date of the special meeting will be announced once the registration
statement relating to the proposed combination is declared
effective by the SEC. The proposed combination remains subject to
stockholder approval of both Wheeling-Pittsburgh and Esmark,
certain regulatory approvals and other customary conditions and is
expected to close in the fourth quarter of calendar 2007. In
addition, pending final closing of third-quarter financial results,
Wheeling-Pittsburgh anticipates a loss for the third quarter
consistent with those reported in prior quarters of 2007. In
connection with the proposed business combination of Wheeling-
Pittsburgh and Esmark, New Esmark has filed with the SEC a
registration statement on Form S-4 and related preliminary proxy
statement with the SEC. Stockholders of Wheeling-Pittsburgh and
Esmark are urged to read the registration statement, proxy
statement/prospectus and any other relevant documents, including
the definitive proxy statement/prospectus, 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, Esmark and
New Esmark. Stockholders will be able to obtain a free copy of the
registration statement and related proxy statement/prospectus, as
well as other filings containing information about
Wheeling-Pittsburgh and Esmark, at the SEC's website at
http://www.sec.gov/. New Esmark, Wheeling-Pittsburgh, Esmark and
their respective directors and executive officers may be deemed
participants in the solicitation of proxies from the stockholders
of Wheeling-Pittsburgh in connection with the proposed business
combination transaction. Information regarding the participants in
the proxy solicitation and their respective interests may be
obtained by reading the registration statement and related
preliminary proxy statement. This document shall not constitute an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Forward-Looking
Statements Cautionary Notice This press release contains
forward-looking statements, as defined in the Private Securities
Litigation Reform Act of 1995, relating to the proposed business
combination of Esmark and Wheeling-Pittsburgh. 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, among others, factors relating to: (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-Pittsburgh 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-Pittsburgh or for New Esmark; (4) the risk of unexpected
consequences resulting from the combination; and (5) certain other
risks identified in the proxy statement /prospectus filed by New
Esmark and "Item 1A -Risk Factors" section of Wheeling-Pittsburgh's
Annual Report on Form 10-K for the year ended December 31, 2006 and
other reports and filings with the Securities and Exchange
Commission. In addition, any forward-looking statements represent
Wheeling-Pittsburgh's views only as of today and should not be
relied upon as representing its views as of any subsequent dates.
While Wheeling-Pittsburgh may elect to update forward-looking
statements from time to time, it specifically disclaims any
obligation to do so. About Wheeling-Pittsburgh Wheeling-Pittsburgh
is a steel company engaged in the making, processing and
fabrication of steel and steel products using both integrated and
electric arc furnace technology. The Company manufactures and sells
hot rolled, cold rolled, galvanized, pre-painted and tin mill sheet
products. The Company also produces a variety of steel products
including roll formed corrugated roofing, roof deck, floor deck,
bridgeform and other products used primarily by the construction,
highway and agricultural markets. About Esmark Incorporated
Headquartered in Chicago and founded by the Bouchard Group, Esmark
Incorporated 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 services sector. More information about Esmark can be
found at http://www.esmark.com/. DATASOURCE: Wheeling-Pittsburgh
Corporation CONTACT: Bill Keegan, Edelman, for Esmark,
+1-312-240-2624, +1-312-927-8424, , or Dennis Halpin for Wheeling-
Pittsburgh Corporation, +1-304-234-2421, Web site:
http://www.wpsc.com/ http://www.esmark.com/ Company News On-Call:
http://www.prnewswire.com/comp/967451.html
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