WHEELING, W.Va., Oct. 26 /PRNewswire-FirstCall/ -- Wheeling-Pittsburgh
Corporation (Nasdaq: WPSC) ("Wheeling-Pittsburgh"), today announced that it
has scheduled a special meeting of its stockholders to consider and vote
upon the proposed business combination with Esmark Incorporated ("Esmark")
for Tuesday, November 27th at 9:00 am ET at the Hyatt Regency Hotel located
at the Pittsburgh International Airport, 1111 Airport Boulevard,
Pittsburgh, Pennsylvania 15231. This action follows the notice today from
the Securities and Exchange Commission (SEC) that the registration
statement relating to the combination was declared effective.
Wheeling-Pittsburgh plans to begin mailing the proxy
statement/prospectus for the special meeting on October 29, 2007. The
record date for merger vote eligibility is October 3, 2007. The deadline
for stockholders to make elections with respect to the type of
consideration they receive in the combination will be 5:00 p.m., Pittsburgh
time, on November 15, 2007. In connection with the combination, each
Wheeling-Pittsburgh stockholder as of the election deadline 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 (a "put right"); (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 (a "purchase right"); or (3) a share for
share exchange for New Esmark common stock. The deadline for stockholders
electing put rights or purchase rights to exercise those rights will be
5:00 p.m., Pittsburgh time, on Monday, November 26, 2007, the day before
the special meeting. The put rights and purchase rights remain subject to
the caps previously announced.
Wheeling-Pittsburgh and Esmark entered into a definitive merger
agreement on March 16, 2007 which was recently amended on October 22
relative to the timing of purchase and put right elections. The combination
is subject to customary closing conditions, including requisite approvals
by the stockholders of both companies. The parties expect to close the
proposed combination soon after the date of the Wheeling-Pittsburgh special
meeting.
In connection with the proposed business combination of Wheeling-
Pittsburgh and Esmark, Clayton Acquisition Corporation ("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 refinancing of certain indebtedness. 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.
SOURCE Wheeling-Pittsburgh Corporation
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Related links:
http://www.wpsc.com
http://www.prnewswire.com/comp/967451.html/
CONTACT:
Media and Financial Community, Dennis Halpin
of Wheeling- Pittsburgh Corporation, +1-304-234-2421
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