Wheeling-Pittsburgh and Esmark Enter into Merger Agreement
03/19/2007 -
March 19, 2007 — The Boards of Directors for Wheeling-Pittsburgh Corp. and Esmark Inc. jointly announced that they have entered into an agreement to combine the two companies. Subject to approval by Wheeling-Pittsburgh and Esmark shareholders, execution of certain agreements such as a standby purchase agreement for the rights offering, and other customary regulatory approvals, the transaction is expected to be completed in the summer of 2007.
The agreement to combine Wheeling-Pittsburgh and Esmark provides for the formation of a new company, to be called Esmark, Inc. Under terms of the combination, existing Wheeling-Pittsburgh shareholders will receive one share of New Esmark stock for each share of WPSC stock. Wheeling-Pittsburgh shareholders will also be able to elect to receive on a pro-rata basis either: (1) a right to purchase, up to $200 million worth of additional New Esmark shares at $19.00 per share; or (2) a put right allowing shareholders electing that option to put back to New Esmark a share(s) of New Esmark stock for $20.00 per share, subject to a maximum of $150 million. The share purchase rights and put options must be exercised within 10 days of closing and both are subject to pro-ration if the elections exceed the maximum amounts specified. Esmark shareholders will receive 17.5 million New Esmark shares in the aggregate as well as additional shares in connection with any new equity raised by Esmark prior to the closing date.
The pro rata share purchase rights offer extended to existing Wheeling-Pittsburgh shareholders provides an opportunity to invest in New Esmark at $19.00 per share. In addition, terms of the merger agreement provide that the rights offering will be back-stopped allowing the Company to raise $200 million. The put rights offered to existing Wheeling-Pittsburgh shareholders provides those shareholders choosing that election with some protection against the prospect of New Esmark stock trading below $20 per share in the 10-day period after the merger closes.
On December 5, 2006, Wheeling-Pittsburgh’s board appointed an independent committee to review, evaluate and negotiate the merger between Wheeling-Pittsburgh and Esmark. The independent committee retained its own legal counsel and internationally recognized investment banking financial advisors. The independent committee and its advisors conducted extensive due diligence on Esmark, performed a detailed review of the Esmark proposal and evaluated the prospect for the combined company and, at the conclusion of that work, recommended approval of a proposed transaction.
New Esmark will be led by James P. Bouchard, Chairman of the Board and CEO, and Craig T. Bouchard will be Vice Chairman and President. The board will be comprised of all of the existing Wheeling-Pittsburgh directors, and Esmark will have the right to appoint two additional directors. The company says it anticipates that senior management will be comprised of both existing Wheeling-Pittsburgh and Esmark executives.
Commenting on the approval of the combination by the respective boards, New Esmark’s Chairman and CEO James P. Bouchard said, “Today marks an important milestone in our vision to build the most efficient downstream steel production and distribution company in the U.S. By blending the mini-mill, service center, converter and finishing assets of the two companies, we expect to be able offer our customers across the Midwest a low-cost production and just-in-time delivery method unrivaled in the domestic steel industry.”
Bouchard noted that the proposed combination could have not reached this milestone without the full support of the United Steelworkers of America and believes that the merger is in the best interests of Wheeling-Pittsburgh’s employees and the Ohio and Monongahela Valley communities.
“Once approved by shareholders, the combination of Wheeling-Pittsburgh and Esmark will result in a company with a greatly improved capital structure and earnings potential. We are achieving strong support on Wall Street by supporting our strategic vision with blue chip investors, the finest mill partnerships, reconstructing raw material supply relationships, and assembling a very large customer base,” said Craig T. Bouchard, New Esmark’s Vice Chairman and President. “Our goal is to create a next-generation steel services company poised for growth.
“The independent committee conducted a thorough evaluation of Esmark and believes that a combination with Esmark provides a great opportunity to build a profitable steel company,” commented Wheeling-Pittsburgh independent committee Chair James A. Todd (former Birmingham Steel CEO). “We believe that Wheeling-Pittsburgh will benefit from Jim and Craig Bouchard’s vision to build a model downstream steel company with a strong customer focus.”
The Independent Committee of Wheeling-Pittsburgh Corp. was advised by UBS Securities LLC and Buchanan, Ingersoll & Rooney, PC. Esmark’s merger and advisory team included investment banker JPMorgan, legal counsel McGuireWoods LLP and communications consultant, Edelman.
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 millsheet products. The company also produces a variety of steel products including roll formed corrugated roofing, roof deck, floor deck, bridge form and other products used primarily by the construction, highway and agricultural markets.
Headquartered in Chicago and founded by the Bouchard Group, Esmark is a steel services family of companies with a mission to establish the benchmark standards for strategic consolidation, operating efficiency and management excellence in the steel sector.