Esmark: Right to Bid Provision Does Not Give USW Right to Block or Win

  
    
  
  
    
      Esmark Incorporated (NASDAQ: ESMK) (the “Company”) 
      today confirmed that an Arbitrator’s decision 
      cleared the way for the Board to act on competing bids for the Company 
      by declining to extend the 52 day “right to bid” 
      period given to the United Steelworkers (“USW”). 
      However, in keeping with their good relationship with the USW, Esmark 
      subsequently agreed to voluntarily extend the USW right to bid period 
      for another three days, to 5:00 p.m., Thursday, June 26 for the USW to 
      organize a transaction for the Company.
    
    
      The USW had filed an extensive grievance alleging multiple violations of 
      the parties’ collective bargaining agreement. 
      Although the Arbitrator determined that the Company did not give the USW 
      sufficient advance written notice of the Company's April 30, 2008 
      Memorandum of Agreement (“MOA”) with 
      Essar Steel Holdings Ltd. (“Essar”), the 
      Arbitrator denied all remedies sought by the USW, other than setting 
      aside this MOA. The Arbitrator determined that a 52-day “right 
      to bid period” provided to the USW by the 
      Company was sufficient under the Company’s 
      collective bargaining agreement, and declined to extend that “right 
      to bid” period. The Arbitrator also held that 
      the Company’s Stockholder Rights Plan was not 
      a violation of the collective bargaining agreement, that the termination 
      fee and related reimbursement obligations were not “inappropriate” 
      under the collective bargaining agreement, and that Essar’s 
      increased offer for the Company to $19 per share on June 10 did not 
      trigger any requirements under the collective bargaining agreement.
    
    
      Esmark CEO James Bouchard stated: “Our goal 
      throughout this process has been to ensure that we maximize our value to 
      our shareholders, while finding a strategic partner that is committed to 
      investing in the Ohio Valley and protecting our employees. We value our 
      relationship with the USW and appreciate the guidance the arbitrator has 
      provided to both parties. The board of directors looks forward to 
      continuing this process and making a deliberate and informed decision 
      consistent with our fiduciary duties on all offers. Importantly, the 
      Arbitrator stated that any USW ‘proposal 
      would have to compete with the $19.00 price tag’ 
      before the board.”
    
    
      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, including, but not limited to, statements related to the USW’s 
      “right to bid” 
      provision under Wheeling-Pittsburgh’s 
      collective bargaining agreement with the USW, as well as the proposed 
      merger transaction with the Company and Essar Steel Holdings Ltd. 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) the risk of a prolonged labor 
      dispute with the USW or effects on the Company’s 
      upcoming negotiation of new collective bargaining agreement; (ii) 
      uncertainties regarding the effects on the proposed merger between the 
      Company and Essar Steel Holdings Ltd; (iii) uncertainties regarding the 
      applicability of the USW’s successorship 
      clause; and (iv) certain other risks identified in section “Item 
      1A – Risk Factors” 
      of the Company’s Annual Report on Form 10-K 
      for the year ended December 31, 2007, and other reports and filings with 
      the SEC, 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 the Company’s 
      views as of any subsequent date. While the Company may elect to update 
      forward-looking statements from time to time, the company 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.