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Esmark Incorporated Responds to United Steelworkers' Objections to Proposed Transaction with Essar Steel Holdings

         Esmark Honored Collective Bargaining Agreement Provisions

    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 to Pittsburgh 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 in Trinidad and Tobago, has the potential to become a leading
low-cost steel producer in North 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 in the 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 in Wheeling, 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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Related links:
  • http://www.esmark.com
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    CONTACT:
    Investor and Media Relations, Dennis Halpin,
    +1-304-234-2421, mobile, +1-304-650-6474, halpindp@wpsc.com, or
    Media, Bill Keegan, +1-312-927-8424, bill.keegan@edelman.com,
    both for Esmark Incorporated