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Wheeling-Pittsburgh and Esmark Amend Merger Agreement
10/24/2007 - Wheeling-Pittsburgh and Esmark enter into an amendment to their definitive merger agreement to adjust the timing of the put and purchase rights that will be granted to Wheeling-Pittsburgh stockholders in connection with the combination.
Wheeling-Pittsburgh Corp. and Esmark Inc. have entered into an amendment to their March 16, 2007 definitive merger agreement to adjust the timing of the put and purchase rights to be granted to Wheeling-Pittsburgh stockholders in connection with the combination.
The agreement, as amended, now provides that each Wheeling-Pittsburgh stockholder as of the election
deadline (which will be at least 5 business days before the special Wheeling-Pittsburgh stockholders meeting
to vote on the combination) will have the option to elect to receive one of the following for their shares of Wheeling-Pittsburgh common stock:
- The right to elect to receive $20.00 per share in cash
- A share-for-share exchange in the parent company of Wheeling-Pittsburgh and Esmark after the combination ("New Esmark") plus a right to purchase newly issued shares of New Esmark common stock at $19.00 per share; or
- A share-for-share exchange for New Esmark common stock.
The "purchase rights" and "put rights" are now structured so that all owners of record as of the election date can make the elections of such rights. The election of these rights now occurs prior to the date of the special meeting of the Wheeling-Pittsburgh stockholders rather than on the date of the meeting, and the exercise of these rights occurs prior to the date of the meeting rather than for a period of 10 days after the effective date of the combination. The purchase rights and put rights remain subject to the same caps as previously announced.
The agreement was amended after discussions with the SEC staff, to address concerns that the put rights may, in the staff's view, technically constitute a tender offer under applicable SEC rules if they were exercisable after the closing of the combination. The date of the special meeting will be announced once the registration statement relating to the proposed combination is declared effective by the SEC.
The proposed merger remains subject to both Wheeling-Pittsburgh and Esmark stockholder approval, certain regulatory approvals, and other customary conditions. The deal is expected to close in the fourth quarter of calendar 2007.
Pending final closing of third-quarter financial results, Wheeling-Pittsburgh anticipates a loss for the third quarter consistent with those reported in prior quarters of 2007.
Wheeling-Pittsburgh is a steel company engaged in the making, processing and fabrication of steel and steel products using both integrated and electric arc furnace technology. The company manufactures and sells hot rolled, cold rolled, galvanized, pre-painted and tin mill sheet products. The company also produces a variety of steel products including roll-formed corrugated roofing, roof deck, floor deck, bridgeform, and other products used primarily by the construction, highway, and agricultural markets.
Headquartered in Chicago and founded by the Bouchard Group, Esmark Inc. 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 services sector.
