Sep. 1, 2006 — Esmark Inc. released the following statement from its President and Chief Financial Officer, Craig T. Bouchard, regarding recent statements in the media by executives from Wheeling-Pittsburgh Corp., Companhia Siderurgica Nacional (CSN) and representatives of the United Steelworkers:
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"We have followed with great interest the comments made by executives from Wheeling-Pitt, CSN and representatives of the United Steelworkers in recent days. We are pleased that the United Steelworkers have announced their strong support for the proposed Esmark transaction and their plans to defend the rights of the United Steelworkers from Wheeling-Pitt management and its proposed merger with CSN.
"We were troubled — as we imagine many of Wheeling-Pitt's shareholders were — to learn in the August 29 edition of the Pittsburgh Tribune-Review that Mr. Bradley has developed a 'Plan B' for reorganizing Wheeling-Pitt in the event his proposed merger with CSN fails to materialize. Yet Mr. Bradley refuses to divulge any details of his 'Plan B' to Wheeling-Pitt shareholders, employees, retirees or the Ohio Valley community.
"We were also interested to learn additional information regarding Mr. Bradley's Plan A — the proposed merger with CSN. CSN purchased its Heartland facility in Terre Haute, Ind., in 2001 out of bankruptcy for $50 million, plus the assumption of $19.8 million in debt. In the August 29 edition of the Steubenville Herald-Star, CSN admitted that its Heartland facility continued to suffer losses. This is the key asset in Mr. Bradley's Plan A that CSN is contributing for its initial 49.5% stake in the new company. The shareholders, employees and other stakeholders have a right to know the extent of the losses suffered at Heartland, the true value of this facility and other key performance metrics.
"In contrast to the Heartland facility, Esmark is a well-run and profitable company. Our company is on track to record pre-tax income of over $32 million in 2006. By an independent analysis, the replacement value of Esmark's property, plant and equipment has been estimated to be well over $400 million.
"We continue to believe that the proposed combination of Wheeling-Pitt and Esmark provides superior value to the shareholders, employees and other stakeholders of Wheeling-Pitt. For this and other reasons, we have nominated a slate of directors to be elected at the upcoming annual meeting of shareholders on November 17."
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Esmark, together with the other participants indicated below, filed a revised preliminary proxy statement with the SEC on August 24, 2006 relating to the solicitation of proxies for the election of a slate of director nominees at the 2006 annual meeting of shareholders of Wheeling-Pitt. Esmark's revised preliminary proxy statement contains information on the participants in Esmark's solicitation and their interests in Wheeling-Pitt. Esmark says that it and the other participants intend to file a definitive proxy statement and accompanying proxy card with the SEC.
Participants in this proxy solicitation are anticipated to be Esmark, the Bouchard Group, LLC, Franklin Mutual Advisers, LLC and certain of its directors and officers, James P. Bouchard, Craig T. Bouchard, Albert G. Adkins, Clark Burrus, C. Frederick Fetterolf, James V. Koch, George Munoz, Joseph Peduzzi, and James A. Todd.
Headquartered in Chicago and founded by the Bouchard Group, Esmark is a steel services family of companies. Esmark’s mission is to establish the benchmark standards for strategic consolidation, operating efficiency and management excellence in the steel sector. Esmark is supported by global investor Franklin Mutual Advisers, LLC, and lead bank JP Morgan Chase NA.
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