Open / Close Advertisement

CSN Enhances Agreement with Wheeling-Pittsburgh

Nov. 7, 2006 — Wheeling-Pittsburgh Corp.’s Board of Directors has endorsed an enhancement by Companhia Siderurgica Nacional (CSN) to its existing agreement with Wheeling-Pittsburgh.

"Receipt of this revised proposal is particularly gratifying to our Board, which continues to evaluate all opportunities for enhancing shareholder value," said James G. Bradley, Chairman and CEO.

Under the original Agreement and Plan of Merger, the parties agreed to merge Wheeling-Pittsburgh with a subsidiary of CSN, which would have resulted in Wheeling-Pittsburgh shareholders receiving 50.5% of the combined company and CSN the remaining 49.5%. CSN had also agreed to contribute $225 million in cash through the issuance by the combined company of a convertible debt security.

Under the enhanced proposal, for each share of Wheeling-Pittsburgh Corp., shareholders will have the choice of electing to receive either

  1. A Shares — share of common stock in the new combined company
  2. B Shares — a Depositary Share that requires CSN to pay $30 per share in cash four years after the merger
  3. A combination of A and B Shares.

Each B share will represent the same class of common stock as the A Share that is deposited with a depositary and will be subject to a mandatory purchase by CSN for $30 per share on the 4th anniversary of the merger. The total number of B Shares will be limited to 50% of the total of A and B shares issued in the merger. The B shares will be listed for trading on the NASDAQ.

CSN and Wheeling-Pittsburgh are in discussions to finalize the enhancement, subject to an amendment of the existing definitive agreements.

"One of the most positive aspects of the revised proposal is that a number of financial institutions have volunteered to monetize the B shares for shareholders, thereby establishing a market and price for these B shares," said Bradley. "This represents a cash option which was unavailable under the existing agreement. In addition, we continue to explore with CSN incremental ways in which CSN might enable our shareholders to further increase their participation in the upside of Wheeling-Pittsburgh's future," Bradley continued.

The company noted that its Board of Directors had not yet received a revised proposal from Esmark. The company says there are still a number of issues that Esmark needs to clarify in order that the Board can evaluate its offer.

Wheeling-Pittsburgh Corp., together with other participants, intends to file with the Securities and Exchange Commission (SEC) a proxy statement and accompanying card to be used to solicit votes for a special meeting of stockholders to seek approval of the company's proposed strategic alliance with Companhia Siderurgica Nacional (CSN).


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.