Esmark Incorporated Enters into Definitive Merger Agreement With OAO SeverStal for $19.25 Per Share

  
    
  
  
    
      Esmark Incorporated (NASDAQ:ESMK) (the “Company”) 
      announced today that it has entered into a definitive merger agreement 
      to be acquired by OAO SeverStal (“SeverStal”) 
      for $19.25 per share. This represents an overall transaction including 
      debt valued at approximately $1.25 billion.
    
    
      Under the terms of the merger agreement, SeverStal will amend its tender 
      offer to increase its offer price to $19.25 per share and Esmark will 
      amend its Schedule 14D-9 to include the Esmark board of director’s 
      recommendation that Esmark shareholders tender their shares to SeverStal 
      pursuant to the amended tender offer. A revised offer to purchase will 
      be distributed to Esmark shareholders, and the scheduled expiration date 
      for the amended tender offer is 12:00 midnight, New York City time, on 
      July 18, 2008, unless extended. The offer and related transactions 
      contemplated by the merger agreement are subject to the satisfaction of 
      customary closing conditions.
    
    
      In addition to the merger agreement, SeverStal has entered into an 
      agreement to purchase Esmark’s aggregate $110 
      million term loan facilities from Essar Steel Holdings Limited (“Essar”).
    
    
      James P. Bouchard, Chairman and Chief Executive Officer of Esmark, said, “This 
      is an historic day for Esmark, its dedicated employees, the USW and the 
      Ohio Valley. We have maintained from the outset of negotiations with 
      SeverStal and Essar that we would seek to maximize shareholder value and 
      secure a more predictable and prosperous future for the Company. Our 
      management team has worked diligently since taking control in late 2006 
      to restructure operations, upgrade facilities, return the Company to 
      profitability and ensure Esmark would be a viable participant in the 
      global steel marketplace. We believe we have accomplished these goals 
      and effectively positioned the Company and its employees for future 
      growth.”
    
    
      “I want to thank SeverStal’s 
      management team for their vision, hard work and dedication in making 
      this transaction a reality,” Bouchard added. “But 
      I also want to extend my sincere appreciation to Essar for their 
      good-faith efforts to acquire the Company, as well as providing the term 
      loan facility at a critical time for Esmark. Finally, to my brother 
      Craig and the entire Esmark management team, I thank you for your 
      remarkable leadership and unwavering commitment to the Company during 
      the difficult but successful restructuring effort.”
    
    
      The offer and related transactions contemplated by the merger agreement 
      are subject to the satisfaction of customary closing conditions.
    
    
      Esmark wants to acknowledge its advisors on the transaction, including 
      Lead Financial Advisor UBS Investment Bank; Mergers and Acquisitions 
      Advisor Charlestown Capital Advisors; Legal and M&A Advisor McGuireWoods 
      LLP; and Debt Advisor Raymond James.
    
    
      Cautionary Statement Regarding Forward-Looking Statements
    
    
      This press release contains forward-looking statements within the 
      meaning of Section 21E of the Securities Exchange Act of 1934, as 
      amended regarding the merger agreement with SeverStal. 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 (1) risks that the transactions 
      contemplated by the merger agreement will not be consummated on the 
      terms or timeline announced; (2) risks that the conditions to closing 
      under the tender offer may not be satisfied; and (3) 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. Any 
      forward-looking statements contained in this press release represent the 
      Company’s views only as of today and should 
      not be relied upon as representing views as of any subsequent date. 
      While 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, 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 www.esmark.com.
    
    
      ADDITIONAL INFORMATION AND WHERE TO FIND IT
    
    
      THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT 
      CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER FOR ESMARK’S 
      COMMON STOCK. ESMARK WILL FILE AN AMENDMENT TO ITS 
      SOLICITATION/RECOMMENDATION STATEMENT FILED WITH THE SECURITIES AND 
      EXCHANGE COMMISSION (SEC) ON JUNE 12, 2008 TO REFLECT THE MERGER 
      AGREEMENT. THESE MATERIALS, AS THEY MAY BE AMENDED FROM TIME TO TIME, 
      CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE 
      OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH 
      RESPECT TO THE TENDER OFFER. INVESTORS AND STOCKHOLDERS CAN OBTAIN A 
      FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY ESMARK WITH 
      THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THESE 
      MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING ESMARK’S 
      INFORMATION AGENT FOR THE TENDER OFFER, INNISFREE M&A INCORPORATED (877) 
      456-3442 (TOLL FREE).