Esmark Inc. and Arcelor Mittal confirmed they have entered into a Memorandum of Understanding in which Esmark will acquire the hot roll, cold roll, coated and tin assets of Arcelor Mittal’s Weirton, W.Va., steel plant. The MOU contemplates execution of definitive transaction agreements by February 2, 2007 when the MOU terminates.

The transaction is contingent on satisfactory completion of due diligence by Esmark, completion of definitive documentation, mutually satisfactory arrangements with the unions., and acceptance by the U.S. Department of Justice that the transaction would fully satisfy the requirements of its existing Consent Decree with Arcelor Mittal.

The transaction is also subject to approval by the U.S. Department of Justice under a consent decree filed with the federal court in Washington, D.C., in August 2006 to resolve a complaint by the Justice Department that Mittal Steel's acquisition of Arcelor would likely reduce competition in the tin mill products market in the eastern U.S. That decree requires Mittal Steel to sell Dofasco, a Canadian company currently owned by a Dutch foundation for the benefit of Arcelor, but provides that if Mittal Steel is unable to sell Dofasco, Mittal Steel must sell either its Weirton or Sparrows Point facility at the election of the Department of Justice.

ThyssenKrupp had sued Mittal Steel in Rotterdam to force Mittal Steel to cause Arcelor to sue the Dutch foundation that holds the shares of Dofasco. A decision in that case is expected January 23, 2007.

Mittal Steel understands that the Department of Justice has made no decision regarding the divestiture options under the decree. Mittal Steel says it is in discussions with the Department of Justice regarding its divestiture obligations.

While the parties hope to complete a transaction in the coming months, there can be no assurance as to whether or when all contingencies will be satisfied.

"The negotiated non-binding memorandum of understanding allows us to prepare for a swift execution of the disposal of the Weirton assets in case Dofasco cannot be sold and the Department of Justice asks us to sell these operations," said Lou Schorsch, CEO, Flat Americas, Arcelor Mittal.

Mittal Steel USA, with its affiliates, is the largest steel producer in North America and the largest integrated steel producer in the United States. It serves a broad U.S. manufacturing base. The company was formed in April 2005 and consists of the former Ispat Inland Inc. and the former International Steel Group. It has operations in 12 states.

Arcelor Mittal is the world's number one steel company, with 330,000 employees in more than 60 countries. Arcelor Mittal is a leader in many major global markets, including automotive, construction, household appliances and packaging, with leading R&D and technology, as well as sizeable captive supplies of raw materials and outstanding distribution networks. An industrial presence in 27 European, Asian, African and American countries exposes the company to all the key steel markets, from emerging to mature, positions it will be looking to develop in the high-growth Chinese and Indian markets. Arcelor Mittal key pro forma financials for the first nine months of 2006 show combined revenues of $65.4 billion. The company has an approximate production capacity of 130 million tonnes a year, representing around 10% of world steel output, and respects the highest standards in corporate social responsibility.

Headquartered in Chicago and founded by the Bouchard Group, Esmark is a steel services family of companies. The mission of Esmark is to establish the benchmark standards for strategic consolidation, operating efficiency and management excellence in the steel sector.