Esmark Incorporated Announces Adoption of Stockholder Rights Plan
13 Junio 2008 - 4:45PM
PR Newswire (US)
WHEELING, W.Va., June 13 /PRNewswire-FirstCall/ -- Esmark
Incorporated (NASDAQ:ESMK) (the "Company" or "Esmark") announced
today that its Board of Directors has adopted a Stockholders Rights
Agreement that is designed to help Company stockholders receive the
highest value for their shares in connection with the sale of the
Company. In connection with adoption of the Stockholders Rights
Agreement, the Company also announced that its Board has declared a
dividend of one preferred share purchase right for each outstanding
share of Esmark common stock, payable on June 13, 2008 to the
stockholders of record at the close of business on June 13, 2008.
Each right will allow its holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred
Stock for $60.00 once the rights become exercisable. Under the
Stockholders Rights Agreement, the rights become exercisable if a
person becomes an "acquiring person" by acquiring 15% or more of
the Esmark common stock. The Stockholders Rights Agreement will not
apply to existing stockholders who own 15% or more of Esmark's
existing common stock, unless and until they acquire additional
shares in an amount equal to or greater than .25% of Esmark's
outstanding common stock. In addition, the Stockholders' Rights
Agreement will not apply to a tender offer or other acquisition
proposal made by the United Steelworkers or its permitted
transferee or assignee under the right to bid provisions of the
collective bargaining agreement with the United Steelworkers if
applicable to the Company and approved by the Board, a tender offer
for which the Company has made a favorable recommendation or a
tender offer which is not consummated until 21 business days after
certain conditions relating to the collective bargaining agreement
with the United Steelworkers have been satisfied for all pending
acquisition proposals. "We believe the adoption of the Stockholders
Rights Agreement will level the playing field among bidders and
help maximize shareholder value as we move forward with the current
process to sell the Company," stated James P. Bouchard, Chairman
and CEO of Esmark. 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, WV, 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 http://www.esmark.com/.
DATASOURCE: Esmark Incorporated CONTACT: Media and Investor
Relations, Dennis Halpin of Esmark Incorporated, +1-304-234-2421
(office) or +1-304-650-6474 (mobile), ; or Media, Bill Keegan,
Edelman, +1-312-927-8424 (mobile), Web site: http://www.esmark.com/
Company News On-Call: http://www.prnewswire.com/comp/967451.html
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