Esmark Board Rejects Severstal Offer as Inadequate

  
    
  
  
    
      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.