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Esmark Confirms Terms of Proposed Deal with Wheeling-Pittsburgh

Esmark Confirms Terms of
Proposed Deal with Wheeling-Pittsburgh

Feb. 13, 2007 — Esmark Inc. confirmed details of its proposal to the independent committee of the Wheeling-Pittsburgh Corp. Board of Directors regarding the combination of Esmark and Wheeling-Pittsburgh.

Esmark’s current proposal values Wheeling-Pitt on its operational and financial fundamentals, providing for the formation of a new company in which existing Wheeling Pitt shareholders would receive one share of the new company’s stock for each share of WPSC stock they hold and Esmark shareholders would receive 17.5 million shares in the aggregate (based on $20 per share) plus additional shares for any new equity raised by Esmark prior to the closing date. The proposal also provides existing Wheeling-Pitt shareholders as of the record date to be established with (i) a cash election to receive $20 per share of WPSC stock (subject to a maximum of $150 million being paid for cash elections) and (ii) an underwritten right to purchase up to $200 million worth of new shares in the resulting merged company at a price to be discounted from $20 per share.

Esmark believes that its proposal is supported by the results of its recent financial and other diligence on Wheeling-Pittsburgh. Esmark believes that its proposal, which is supported by the United Steelworkers, is in the best interest of all parties involved. If the independent committee and the Wheeling-Pittsburgh Board of Directors approve Esmark’s proposal, then the merger would be subject to approval by the shareholders of both Wheeling-Pittsburgh and Esmark.

If and when definitive documentation for a merger transaction between Wheeling-Pittsburgh and Esmark is completed, the transaction would be submitted to Wheeling-Pittsburgh stockholders for their consideration. A registration statement on Form S-4 and related proxy statement will be filed with the SEC concerning the proposed transaction. The company notes that this communication does not constitute an offer or any securities for sale.


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.