Wheeling-Pittsburgh, Esmark amend merger agreement

By Lisa Kerner

Charlotte, N.C., Oct. 23 - Wheeling -Pittsburgh Corp. and Esmark Inc. amended their March 16, 2007 definitive merger agreement.

The amendment gives Wheeling-Pittsburgh stockholders the option to elect:

? To receive $20 cash per share of Wheeling-Pittsburgh common stock;

? A participate in share-for-share exchange in the parent company of Wheeling-Pittsburgh and Esmark after the combination plus a right to purchase newly issued shares of New Esmark common stock at $19 per share; or

? A share-for-share exchange for New Esmark common stock.

In addition, the "purchase rights" and "put rights" are now structured so that all owners of record as of the election date can make the elections of such rights, according to a form 425 filing with the Securities and Exchange Commission.

The agreement was amended to address concerns that the put rights may technically constitute a tender offer under applicable SEC rules if they were exercisable after the closing of the combination, the filing stated.

A special meeting date will be announced, and the proposed combination remains subject to approval by both Wheeling-Pittsburgh and Esmark. The transaction is expected to close in the fourth quarter of 2007.

Esmark is a Chicago Heights, Ill., steel service center.

Wheeling-Pittsburgh is a Wheeling, W.V.-based steel company.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.