Esmark: Right to Bid Provision Does Not Give USW Right to Block or Win
June 24 2008 - 4:05PM
Business Wire
Esmark Incorporated (NASDAQ: ESMK) (the �Company�) today confirmed
that an Arbitrator�s decision cleared the way for the Board to act
on�competing bids for the Company by declining to extend the 52 day
�right to bid� period given to the United Steelworkers (�USW�).
However, in keeping with their good relationship with the USW,
Esmark subsequently agreed to voluntarily extend the USW right to
bid period for another three days, to 5:00 p.m., Thursday, June 26
for the USW to organize a transaction for the Company. The USW had
filed an extensive grievance alleging multiple violations of the
parties� collective bargaining agreement. Although the Arbitrator
determined that the�Company did not give the USW sufficient advance
written notice of the�Company's April 30, 2008 Memorandum of
Agreement (�MOA�)�with Essar Steel Holdings Ltd. (�Essar�),�the
Arbitrator denied all remedies sought by the USW, other than
setting aside this MOA. The Arbitrator determined that a 52-day
�right to bid period� provided to the USW by the Company was
sufficient under the Company�s collective bargaining agreement, and
declined to extend that �right to bid� period. The Arbitrator also
held�that the Company�s Stockholder Rights Plan�was not a violation
of the collective bargaining agreement,�that�the termination
fee�and related reimbursement obligations were not �inappropriate�
under the collective bargaining agreement, and that Essar�s
increased offer for the Company�to $19 per share on June 10 did not
trigger any requirements under the collective bargaining agreement.
Esmark CEO James Bouchard stated: �Our goal throughout this process
has been to ensure that we maximize our value to our shareholders,
while finding a strategic partner that is committed to investing in
the Ohio Valley and protecting our employees. We value our
relationship with the USW and appreciate the guidance the
arbitrator has provided to both parties. The board of directors
looks forward to continuing this process and making a deliberate
and informed decision consistent with our fiduciary duties on all
offers. Importantly, the Arbitrator stated that any USW �proposal
would have to compete with the $19.00 price tag� before the board.�
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,
including, but not limited to, statements related to the USW�s
�right to bid� provision under Wheeling-Pittsburgh�s collective
bargaining agreement with the USW, as well as the proposed merger
transaction with the Company and Essar Steel Holdings Ltd. 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) the risk of a
prolonged labor dispute with the USW or effects on the Company�s
upcoming negotiation of new collective bargaining agreement; (ii)
uncertainties regarding the effects on the proposed merger between
the Company and Essar Steel Holdings Ltd; (iii) uncertainties
regarding the applicability of the USW�s successorship clause; and
(iv) certain other risks identified in section �Item 1A � Risk
Factors� of the Company�s Annual Report on Form 10-K for the year
ended December�31, 2007, and other reports and filings with the
SEC, 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 the Company�s views as of any subsequent date.
While the Company may elect to update forward-looking statements
from time to time, the company 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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