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Stockholders Approve Merger of Wheeling-Pittsburgh and Esmark

Stockholders of Esmark Inc. and Wheeling-Pittsburgh Corp. have overwhelmingly approved the combination of the two companies.
 
Based on the projected opening consolidated balance sheet for the combined entities, shareholder equity will now exceed $726 million, with a significantly improved debt-to-equity ratio of .57 (as compared to a consolidated 1.97 as of September 30, 2007), and a total consolidated borrowing availability of approximately $167 million.
 
The combined company will conduct business under the name Esmark Inc., and its common stock will begin trading on NASDAQ under the ticker symbol “ESMK” effective November 28, 2007. James P. Bouchard, Chairman and CEO of the newly formed holding company, said that the new company combines the strengths of Wheeling-Pittsburgh Corp.’s steelmaking assets with Esmark’s network of steel service centers across the Midwest.
 
According to Bouchard, the new combination creates a stronger, well-capitalized company uniquely qualified to serve the production and distribution requirements of a unified customer base.
 
“Today marks a long-awaited milestone for stockholders, the employees of Wheeling-Pittsburgh Steel and Esmark, our partners at the United Steelworkers and the hard-working people of the Ohio Valley,” said Bouchard. “It’s been a challenging year for all involved in combining our two companies, and I want to personally thank each and every individual who contributed to making this new company a reality.
 
“With this task now accomplished, we must combine the advantages of this new organizational structure with the cost initiatives recently enacted at Wheeling-Pittsburgh to generate strong, recurring profits,” continued Bouchard. “Equipped with a much-improved balance sheet and enhanced liquidity position resulting from this merger, we are poised to do just that,” he concluded.
 
Wheeling-Pittsburgh also announced results regarding the stockholder elections, including approximately 11.5 million of the 15.5 million shares outstanding voted, with more than 93% voting in favor of the combination. Approximately 39.3 million Wheeling-Pittsburgh Corp. shares voted in favor of the combination.
 
In addition, the company said that 575,654 shares have been exercised by stockholders in the purchase rights; and put right exercises will be prorated by allowing those stockholders that exercised put rights to put 98.49% of their election.