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Severstal Waives Condition to Esmark Offer

06/06/2008 - OAO Severstal is waiving the condition to its previously announced tender offer to acquire all of the outstanding shares of Esmark common stock that would require Esmark to terminate its agreement with Essar.

OAO Severstal is waiving the condition to its previously announced tender offer to acquire all of the outstanding shares of Esmark common stock that would require Esmark to terminate its agreement with Essar.
 
OAO Severstal’s all-cash $17.00-per-share tender offer to acquire Esmark shares had been conditioned on Esmark’s valid termination of its April 30 Memorandum of Agreement with Essar Steel Holdings Limited. The clause also specified that the MoA’s proposed Agreement and Plan of Merger between Esmark and Essar Steel, if entered into, would also be terminated.
 
Severstal said all other terms and conditions of the tender offer remain the same, as set forth in the Offer to Purchase filed with the U.S. Securities and Exchange Commission on May 30, 2008.
 
Severstal's tender offer is scheduled to expire on June 26, 2008, unless extended. Following completion of the tender offer (subject to the terms and conditions set forth in the Offer to Purchase, as amended), Severstal intends to consummate a second-step merger where all remaining Esmark stockholders will receive the same cash price paid in the tender offer, subject to any available appraisal rights under Delaware law. The tender offer is not conditioned on financing.
 
Merrill Lynch is the Dealer Manager and Citibank, N.A. is the Depositary for the tender offer. MacKenzie Partners, Inc. is the Information Agent for the tender offer.
 
OAO Severstal, an international metals and mining company, focuses on high value added and unique niche products and has a successful track record of acquiring and integrating high-quality assets in North America and Europe. Severstal owns mining assets in Russia, thus securing its supplies of raw materials. In 2007, Severstal produced 17.5 million tons of steel. Revenues were $15.2 billion, EBITDA was $3.7 billion, and EPS was $1.92.