WHEELING, W.Va., June 13 /PRNewswire-FirstCall/ -- Esmark Incorporated
(Nasdaq: ESMK) (the "Company" or "Esmark") announced today that its Board
of Directors has adopted a Stockholders Rights Agreement that is designed
to help Company stockholders receive the highest value for their shares in
connection with the sale of the Company. In connection with adoption of the
Stockholders Rights Agreement, the Company also announced that its Board
has declared a dividend of one preferred share purchase right for each
outstanding share of Esmark common stock, payable on June 13, 2008 to the
stockholders of record at the close of business on June 13, 2008. Each
right will allow its holder to purchase from the Company one one-hundredth
of a share of Series A Junior Participating Preferred Stock for $60.00 once
the rights become exercisable.
Under the Stockholders Rights Agreement, the rights become exercisable
if a person becomes an "acquiring person" by acquiring 15% or more of the
Esmark common stock. The Stockholders Rights Agreement will not apply to
existing stockholders who own 15% or more of Esmark's existing common
stock, unless and until they acquire additional shares in an amount equal
to or greater than .25% of Esmark's outstanding common stock. In addition,
the Stockholders' Rights Agreement will not apply to a tender offer or
other acquisition proposal made by the United Steelworkers or its permitted
transferee or assignee under the right to bid provisions of the collective
bargaining agreement with the United Steelworkers if applicable to the
Company and approved by the Board, a tender offer for which the Company has
made a favorable recommendation or a tender offer which is not consummated
until 21 business days after certain conditions relating to the collective
bargaining agreement with the United Steelworkers have been satisfied for
all pending acquisition proposals.
"We believe the adoption of the Stockholders Rights Agreement will
level the playing field among bidders and help maximize shareholder value
as we move forward with the current process to sell the Company," stated
James P. Bouchard, Chairman and CEO of Esmark.
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.
SOURCE Esmark Incorporated
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CONTACT:
Media and Investor Relations, Dennis Halpin
of Esmark Incorporated, +1-304-234-2421 (office) or
+1-304-650-6474 (mobile), dhalpin@esmark.com; or Media, Bill
Keegan, Edelman, +1-312-927-8424 (mobile),
bill.keegan@edelman.com
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