Esmark Board Rejects Severstal Offer as Inadequate
12 Junho 2008 - 1:21PM
Business Wire
Esmark Incorporated (NASDAQ: ESMK) (the �Company� or �Esmark�)
announced today that its Board of Directors, with the assistance of
its financial and legal advisors, has thoroughly reviewed OAO
Severstal�s (�Severstal�s�) unsolicited conditional tender offer
and determined that the $17.00 per share cash offer is inadequate
in a number of respects, uncertain with respect to its ability to
close, and contrary to the best interests of Esmark�s stockholders.
Accordingly, the Board recommends that stockholders not tender any
shares to Severstal. The Board�s recommendation was based upon a
number of factors including the recent announcement by Essar Steel
Holding Limited (�Essar�) that it will increase its purchase price
to $19.00 per share upon execution of a proposed merger agreement
with Esmark. The basis for the Board�s decision is set forth in
Esmark�s Solicitation/Recommendation Statement on Schedule 14D-9
(the �Schedule 14D-9�) being filed with the Securities and Exchange
Commission (the �SEC�). The Board urges all Company stockholders to
read the Schedule 14D-9 carefully so that they will be fully
informed before making a decision. �We have embarked upon a process
to provide maximum value to our stockholders with the added benefit
of providing what is best for our employees, as well as the
communities in which the Esmark companies are located,� stated
James P. Bouchard, Chairman and CEO of Esmark. �We continue to
invite bidders, including Severstal, to provide a superior proposal
to that of Essar. To date, Essar has stepped up to the plate for
our stockholders � first in providing financing to the Company at a
critical time and now by announcing that it will increase its offer
to $19 per share. In addition, Essar has committed to provide over
$500 million of capital investment in the Ohio Valley,� concluded
Mr. Bouchard. Reasons for the Board�s Recommendation The Board
considered a number of factors before announcing its
recommendation, as more particularly set forth in the Schedule
14D-9. The Company�s stockholders should read carefully the
Schedule�14D-9 (including any amendments or supplements thereto)
prior to making any decisions with respect to Severstal�s tender
offer because it contains important information. Free copies of the
Schedule�14D-9 and the related amendments or supplements thereto
that the Company has filed with the SEC are available at the SEC�s
website at www.sec.gov. Forward-Looking Statements Cautionary
Language This press release contains forward-looking statements
within the meaning of Section�21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements are based on
current expectations and assumptions that are subject to risks and
uncertainties that could cause actual results to differ materially.
These risks and uncertainties include, but are not limited to
(i)�uncertainties concerning the Company�s entry into definitive
agreements with Essar including exercise of the United
Steelworkers� right to bid, (ii)�the risk that the conditions to
closing under such agreements may not be satisfied and
(iii)�certain other risks detailed in the other reports and filings
with the SEC by the Company, which identify important risk factors
that could cause actual results to differ from those contained in
the forward-looking statements. In addition, any forward-looking
statements represent the Company�s views only as of today and
should not be relied upon as representing views as of any
subsequent date. Though the Company may elect to update
forward-looking statements from time to time, it specifically
disclaims any obligation to do so. About Esmark Incorporated Esmark
Incorporated is a vertically integrated steel producer and
distributor, combining steel production capabilities through both
blast furnace and electric arc furnace technologies with the
just-in-time delivery of value-added steel products to a broad
customer base concentrated in the Ohio Valley and Midwest regions.
Currently headquartered in Wheeling, W.Va., the Company is a
producer of carbon flat-rolled products for the construction,
container, appliance, converter/processor, steel service center,
automotive and other markets. The company�s products include
various sheet products such as hot rolled, cold rolled, hot dipped
galvanized, electro-galvanized, black plate and electrolytic
tinplate. More information about Esmark can be found at
www.esmark.com.
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