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Wheeling-Pittsburgh Sets Special Meeting of Stockholders

10/29/2007 - Wheeling-Pittsburgh schedules the special meeting of its stockholders to consider and vote on the proposed business combination with Esmark.

Wheeling-Pittsburgh Corp. has scheduled the special meeting of its stockholders to consider and vote on the proposed business combination with Esmark Inc.
 
The company scheduled the meeting, which will be held Tuesday, November 27th in Pittsburgh, was scheduled following its receipt of notice from the Securities and Exchange Commission (SEC) that the registration statement for the combination had been declared effective.
 
Each Wheeling-Pittsburgh stockholder as of the election deadline will have the option to elect to receive one of the following for their shares of Wheeling-Pittsburgh common stock:
  1. The right to elect to receive $20.00 per share in cash (a "put right")
  2. 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 (a "purchase right"); or
  3. A share-for-share exchange for New Esmark common stock.
 
The record date for merger vote eligibility is October 3, 2007, and the deadline for stockholders to make elections for the type of consideration they receive will be on November 15, 2007. The deadline for stockholders electing put rights or purchase rights to exercise those rights will be on Monday, November 26, 2007, the day before the special meeting. The put rights and purchase rights remain subject to the caps previously announced.
 
Wheeling-Pittsburgh and Esmark entered into a definitive merger agreement on March 16, 2007; the agreement was recently amended (October 22) relative to the timing of purchase and put right elections.
 
The combination is subject to customary closing conditions, including requisite approvals by the stockholders of both companies. The parties expect to close the proposed combination soon after the date of the Wheeling-Pittsburgh special meeting.
 
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.