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Wheeling-Pitt/Esmark Merger Nearly Complete

October 24, 2007
By CASEY JUNKINS
WHEELING — Although the merger of Wheeling-Pittsburgh Corp. and Esmark Inc. has taken longer than many initially anticipated, Wheeling-Pitt’s chief executive officer is confident the two companies will soon be one.

“I believe the merger should finally be complete by the end of November,” said James P. Bouchard, chief executive officer of Wheeling-Pitt.

Tuesday, officials with the Wheeling company announced a change in the time frame for shareholders to choose how they want to be compensated after Esmark’s acquisition is complete.

“The action that occurred today (Tuesday) was done to address concerns expressed by the SEC (Securities and Exchange Commission) about the type of deal we had going. Without the changes made today, the SEC may have treated the acquisition of the company as an offer to buy shares of the Wheeling-Pitt stock, which would have required a different form to be filed,” said Dennis Halpin, director of communications for Wheeling-Pitt.

Halpin said filing a different form would have delayed the merger because the companies would have needed to start the process again.

“Everyone is very frustrated by the fact that this deal has already taken so long to complete that it would not be good for it to take even longer,” he said.

On March 16, Wheeling-Pittsburgh Corp. and Esmark Inc. announced they had entered a definitive merger agreement after Esmark seized control of the Wheeling company after a battle over proxy.

Bouchard and Halpin said they are disappointed that the merger has taken so long to complete.

“It is really frustrating that everything has taken so long to finalize, but this is a fairly complicated deal because it is very unusual in nature,” Halpin said.

Halpin said there are many legal issues that need to be resolved before a small, private company like Esmark can take over a large, public company like Wheeling-Pitt.

“This private company did not have to deal with audits like the public company did, so things like this need to be worked out before the merger can be finalized,” he said.

Halpin said he expects the merger to proceed quickly over the next few weeks.

“We hope the SEC will deem our filing effective within the next few days. Within a month after the SEC approves our filing, we will have a shareholders’ meeting, and the deal should be closed two days later,” he said.

 
 

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