WHEELING, W.Va., Aug. 5 /PRNewswire-FirstCall/ -- Esmark Incorporated
(Nasdaq: ESMK) ("Esmark") today announced the completion of its acquisition
by OAO Severstal (LSE: SVST; RTS: CHMF) ("Severstal"). The acquisition was
completed pursuant to the merger of Severstal Wheeling Acquisition Corp., a
wholly-owned subsidiary of Severstal, with and into Esmark. Esmark was the
surviving corporation of the merger and is now an indirect, wholly-owned
subsidiary of Severstal and has been renamed "Severstal Wheeling Holding
Company".
The offering period for Severstal's tender offer for all outstanding
shares of Esmark expired at 10:00 a.m., Eastern Daylight Time, on Monday,
August 4, 2008. Severstal announced that, as of that date, 38,767,487
shares of Esmark common stock (approximately 94.17% of the Company's
outstanding shares) were validly tendered and not withdrawn pursuant to the
Offer and had been accepted for payment.
Following expiration of the offer period, on August 4, 2008, Severstal
effected a merger to complete the acquisition of Esmark without a vote or
meeting of Esmark stockholders pursuant to the short-form merger procedure
available under Delaware law. In the merger, each outstanding Esmark share
not tendered and purchased in the offer (other than shares in respect of
which appraisal rights are validly exercised under Delaware law) were
converted into the right to receive the same $19.25 per share price that
was paid in the tender offer, without interest and less any required
withholding taxes. As a result of the merger, Esmark's common stock will
cease to be traded on the Nasdaq Global Select Market.
With the completion of the tender offer and consummation of the merger,
Severstal acquired all of Esmark's businesses, including:
-- Wheeling-Pittsburgh Steel Corporation (to be renamed "Severstal
Wheeling, Inc.")
-- Esmark Steel Service Group, Inc. (to be renamed "Northern Steel
Group, Inc.")
-- Remaining 50% ownership of the joint venture Mountain State Carbon,
LLC, a blast furnace coking coal facility in West Virginia.
UBS Securities, LLC acted as lead financial advisor, Charlestown
Capital Advisers, LLC acted as equity adviser, Raymond James and
Associates, Inc. acted as debt advisor, and McGuireWoods LLP acted as legal
counsel to 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.
SOURCE Esmark Incorporated
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CONTACT:
Investors and Media, Dennis Halpin of Esmark,
+1-304-234-2421, (mobile) +1-304-234-2421, or dhalpin@esmark.com;
or Media, Bill Keegan of Edelman, +1-312-927-8424, or
bill.keegan@edelman.com
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