July 18, 2006 — The Bouchard Group LLC and Esmark Inc., a steel services company led by CEO James P. Bouchard, and supported by global investor Franklin Mutual Advisers LLC, have announced that they plan to seek the election of a new slate of directors at the upcoming Wheeling-Pittsburgh Corp. Annual Meeting.

If successful, Esmark would present a proposal to the Board of Directors to merge Esmark with Wheeling-Pittsburgh. Esmark's merger proposal, if accepted by Wheeling-Pitt's Board of Directors, would be subject to approval by Wheeling-Pittsburgh shareholders.

In the absence of a transaction, Wheeling-Pittsburgh's valuation would be partially dependent on the company meeting its earnings expectations. Since emerging from bankruptcy, says Esmark, Wheeling-Pittsburgh has exhibited inconsistent performance and, more recently, has failed to achieve earnings expectations while its peers have been significantly more consistent in delivering earnings.

In Esmark's proposed merger plan, Wheeling-Pitt would issue 26.5 million new common shares to Esmark shareholders for a total valuation of Esmark equal to $473 million (based on Wheeling-Pitt's closing share price of $17.86 on July 14, 2006.) This valuation reflects a current Esmark valuation of $273 million and a $200 million cash infusion prior to the consummation of the proposed merger from Esmark's largest shareholders, funds managed by Franklin Mutual Advisers LLC. Esmark's proposal further contemplates that following the consummation of the merger, Wheeling-Pitt would offer to repurchase up to 50%, or up to 7.3 million shares, from current shareholders of Wheeling-Pittsburgh at $20 per share, reflecting a 12% premium over its closing share price of $17.86 on July 14, 2006.

The combined company would be led by the Esmark management team, which includes James Bouchard, Chairman and CEO, and Craig T. Bouchard, Vice-Chairman, President and Chief Financial Officer. Esmark's proposal also contemplates that two of the company’s executive managers would be replaced on the Board. The proposed merger would be subject to, among other things, regulatory approvals and the approval by the shareholders of Wheeling-Pitt.

Commenting on the merger proposal, James Bouchard said, "Merging Esmark and Wheeling-Pittsburgh Corp. would create an American-owned-and-operated steel company that offers the shareholders and employees of Wheeling-Pittsburgh a stake in what would be a well-managed and financially sound company versus an unprofitable and highly leveraged integrated steel producer. We have been advised by the leadership of Wheeling-Pittsburgh's union, the United Steelworkers of America, that they fully support our merger proposal, and we are excited about the opportunities that a combination of the two companies would create.

"Esmark has assembled an experienced and entrepreneurial management team, is focused on cost and operating efficiency as well as profitability, and plans to have approximately $200 million of liquidity on its balance sheet immediately prior to closing. We strongly believe that Wheeling-Pitt's shareholders should have the ability to evaluate the merits of a proposed merger and are prepared to move forward immediately," James Bouchard added.

Esmark, one of the fastest-growing steel companies in the world, distributes and provides just-in-time delivery of value-added steel products to approximately 2,000 core customers in the Midwest. A leader in the consolidation of the U.S. steel service center and converter industries, Esmark has successfully acquired nine steel companies since it was formed in 2003. Its acquisitions have focused on older, established companies that have subsequently been physically renovated and energized under Esmark's innovative operational strategy. Esmark's customers purchase a wide variety of cold rolled, coated, and hot rolled steel products.

Esmark is on target to achieve pre-tax income of $32 million in 2006 and forecasts $39 million pre-tax income in 2007 (without taking additional acquisitions into consideration). Esmark has no long-term debt.

"In making our proposal public, our intent is to demonstrate to Wheeling-Pitt's shareholders that we offer a concrete plan that we believe would unlock the intrinsic value of their company and maximize the future return on their investment," said James Bouchard. “Esmark intends to lower costs at Wheeling-Pitt dramatically by shutting down its remaining blast furnace, and importing larger quantities of slabs. Investing in the hot strip mill and running it at higher levels of capacity utilization is a necessity. Wheeling-Pitt must produce steel at costs more comparable with the minimills, and it must diversify and expand the customer base dramatically. We intend to pursue all of the above in our first year of ownership. Working together, the benefits from a combination of our businesses are compelling," James Bouchard said.

Esmark has arranged financing related to the proposed merger, including a $350 million facility for the combined company to be led by JPMorgan Chase Bank, N.A., in addition to the $200 million equity investment into Esmark prior to the consummation of the merger by Franklin Mutual Advisers LLC. Esmark has engaged the Deloitte Touche Global Due Diligence Team and several leading steel industry experts, including Metal Strategies Inc., to assist it in effecting its merger proposal.

Craig Bouchard, President and Chief Financial Officer of Esmark, said, "We believe that Wheeling-Pitt simply cannot reach its potential — and may not even be viable — as a stand-alone entity. In our view, its cost structure per ton produced is among the highest of comparable companies in the global steel industry; its customer base is small, and its physical facilities are in need of significant capital investment. In a commodity business, you cannot survive as a high-cost producer.

"In addition, we believe Wheeling-Pittsburgh needs assistance in addressing a number of significant publicly disclosed legal and commercial problems. The Wheeling-Pittsburgh board must act quickly to tighten its management practices, reduce its debt burden and increase its cash flow. We do not believe that Wheeling-Pittsburgh's previously announced plans to partner with a foreign steelmaker will put Wheeling-Pittsburgh in a position to solve all of these problems.

"Finally, Wheeling-Pittsburgh has a balance sheet that is composed mostly of debt, and the company has had difficulty meeting quarterly profit expectations for years. We would intend to address both these problems quickly if our merger proposal is accepted," Craig Bouchard concluded.

JPMorgan is serving as financial advisor, and McGuireWoods LLP is serving as legal counsel to Esmark.

Headquartered in Chicago and founded by the Bouchard Group, Esmark is a steel services family of companies. Esmark’s mission is to establish benchmark standards for strategic consolidation, operating efficiency and management excellence in the steel sector of the global steel marketplace.