Esmark Inc. Announces All-Cash Public Offer for U.S. Steel Shares

Rhea-AI Summary

Esmark, Inc. has announced a voluntary public cash and exchange offer for all issued and outstanding shares in U.S. Steel Corporation for $35 USD per share. The offer period runs from August 14, 2023, to November 30, 2023, and may be extended. Completion of the offer is expected in Q4 2023, subject to regulatory and antitrust clearances.

Positive

• Esmark, Inc. is offering $35 USD per share for all shares in U.S. Steel Corporation, which could positively impact the stock price if the offer is accepted.

Negative

• None.

Offering $35 per share

SEWICKLEY, Pa.--(BUSINESS WIRE)-- Esmark, Inc. announced today a voluntary public cash and exchange offer for all issued and outstanding shares in U.S. Steel Corporation (NYSE: X) (“U.S. Steel”) for $35 USD per share. The initial offer period runs from August 14, 2023, to November 30, 2023, and may be extended. Completion of the Offer is expected in Q4 2023, subject to regulatory and antitrust clearances.

“With more than 40 years of steel industry experience, and as a former executive and statutory representative of U.S. Steel, I have significant intimacy with the steel business in the U.S. and around the globe,” said James P. Bouchard, Chairman & CEO of Esmark, Inc., Executive Committee Member of the American Steel Institute and the European Steel Association (Eurofer). Bouchard is Forever Chairman & CEO of Esmark/Wheeling Pittsburg Steel (Ticker Symbol: ESMK). Under Bouchard’s helm, Esmark/Wheeling Pittsburg was the fourth largest steel company in the U.S.

Bouchard continued, “This is an exciting time as the entire American Steel industry is restructuring, and with Esmark’s long-standing history of excellence, we are anxious to continue to grow and we’re well positioned to come in and operate.”

Founded in 1901, United States Steel Corporation is a steel producer serving the automotive, construction, appliance, energy, containers, and packaging industries.

Prior to founding Esmark, Bouchard was Vice President-Commercial for U.S. Steel in Europe, residing in Kosice, Slovak Republic. He was a member of the executive team that U.S. Steel dispatched to Kosice after having acquired the Slovakian National Steel Company (VSZ).

Bouchard was widely credited with the successful commercial restructuring, implementation, and subsequent growth strategy of the company's European sales, marketing, strategic planning, and customer service initiatives, and was ultimately responsible for the company's commercial operations in 42 countries. The Kosice operation became the most profitable steel asset owned by U.S. Steel at that time.

Esmark Steel Group, a wholly owned subsidiary of Esmark, Inc., is one of the United States’ leading processors and distributors of value-added flat-rolled steel and the third-largest U.S. producer of tin plate steel. We offer the products, services and innovations to help our customers gain and sustain the competitive edge in their industries.

More About Mr. Bouchard:

Bouchard is the Founder, Chairman, and Chief Executive Officer of Esmark Inc. and its predecessor and controlling shareholder, the Bouchard Group, which was formed in 1995 with an initial $500 investment and is still 100 percent privately owned by Bouchard. Over the years, the Bouchard Group has grown and evolved into a diversified VC Investment Holding Company with strategic assets engaged in the Industrial, Energy, Technology, Real Estate, Commodities industries, and Youth Sports and Development.

Esmark and the Bouchard Group's roots are firmly planted in the steel industry. In 2003, the company acquired two Chicago area steel services companies, Electric Coating Technologies and Sun Steel. The acquisitions served as the genesis for Bouchard to found and bring the legendary Fortune 50 Esmark name and brand back to life when he formed the new Esmark Inc. II in 2003 to focus on steel company acquisitions. Bouchard subsequently transferred his Bouchard Group steel assets and capitalized the new Esmark II in 2004.

In 2007, he and his management team successfully completed the first hostile tender/reverse merger in the history of the United States with the merger of Wheeling Pittsburgh Steel Corporation (formerly NASDAQ: WPSC) and Esmark II. Bouchard served as Chairman and Chief Executive Officer of the iconic Wheeling-Pittsburgh Steel Corporation in 2006 before completing the merger with Esmark in 2007. He then built Esmark II into a publicly traded (formerly NASDAQ: ESMK), $3 billion company before it was ultimately sold to OAO Severstal for $1.3 billion in August 2008.

Bouchard, through the Bouchard Group, later repurchased the Esmark name, trademark, and intellectual property from OAO Severstal and brought the Esmark name and respective brand back to life for a third time when he founded Esmark Inc. III in October of 2008 with no revenue and one employee. The Bouchard Group is Esmark's III controlling shareholder. Esmark III is one of the nation's fastest growing companies with assets in excess of $200 million. With its diverse portfolio of companies, Esmark III generates more than $500 million in revenue annually.

During his 30-year career, Bouchard has served on the Board of Directors of a number steel industry organizations and companies, including the American Iron and Steel Institute (AISI) in Washington, D.C. He also formerly served on the C.D.E. committee for Eurofer in Brussels, Belgium, and the Board of Directors for Wheeling-Nisshan Steel Corporation and Ohio Coatings Company.

In addition to serving as Chairman of the Board and CEO of Esmark Inc., Esmark Steel Group, Inc., and the Bouchard Group, he is Co-Chairman of Ohio Coatings Company (OCC) in Yorkville, Ohio. Bouchard also currently serves as a member of the Board of Trustees at Loyola University-Chicago and Robert Morris University. Bouchard is a Dartmouth University Tuck School of Business Entrepreneurial Management Instructor. As well, he is on the Board of Directors for several Pittsburgh-based organizations including FC Pittsburgh Soccer Club, the Imani Christian Academy, the Quaker Valley Hockey Association, and the City of Champions for Haiti humanitarian group.

Bouchard is also the Chairman and majority owner of Johnstown Sports Partners LLC and majority owner of the NAHL's Johnstown Tomahawks Hockey Team in Johnstown, PA.

Bouchard is the recipient of numerous industry and philanthropic awards for his accomplishments and contributions. In 2005, he was nominated and named as an Illinois Finalist of the prestigious Ernst & Young Entrepreneur of the Year Award. In March 2006, the Association of Steel Distributors bestowed their highest honor on him as "Steel Man of the Year." In 2007, he was inducted into the Hinsdale Central High School Hall of Fame, the youngest inductee in the history of the school. He is a recipient of the Hinsdale Central, James Carmanani Award. Bouchard was also honored by Loyola University as the 2007-08 recipient of the Chicago Damen Award for distinguished alumni. And in 2010, he was named a Paul Harris Fellow by Rotary International for his humanitarian relief efforts during the aftermath of the earthquake in Haiti. In 2012, Bouchard was named Sewickley, Pennsylvania's "Man of the Year" for his ongoing support of multiple children's charities, youth sports and development programs, and other humanitarian organizations throughout Western Pennsylvania and Pittsburgh's inner city. Also in 2012, Bouchard was named a finalist for "CEO of the Year" by global publishing concern Platts International and subsidiary Steel Business Briefing for his years of leadership, vision, and innovation in the steel industry. He is a part of the Pittsburgh City of Champions Hall of Fame and the Quaker Valley Hall of Fame.

James P. Bouchard family, along with the Esmark family of companies, continue to be tireless supporters of a wide range of educational, family health and wellness, youth sports and recreation programs in Pennsylvania, Illinois, and in Haiti including the Helen E. Bouchard Scholarship Award (totaling $500,000 to 75 recipients), with donations totaling more than $10 million since 2003.

About Esmark, Inc.

Esmark, Inc. is a diversified, privately-held family company with a portfolio of industrial companies with strong roots in the steel industry. Over the years, Esmark has diversified its interests and operations into a number of businesses engaged in the industrial and commodity sectors. Esmark (a former publicly traded company on NASDAQ: ESMK) has focused on several key industries including steel services, oil and gas exploration, aviation, real estate, professional services, technology and youth sports development. The company is also an active corporate citizen in the communities it serves, having committed more than $10 million in philanthropic support of a wide range of humanitarian, education, family wellness and youth sports programs in Pennsylvania, Illinois and internationally. www.esmark.com

View source version on businesswire.com: https://www.businesswire.com/news/home/20230814019728/en/

Katie Regan

Director of Communications

Esmark, Inc.

Katie.regan@esmark.com

(708) 898-5550

Source: Esmark, Inc.

FAQ

What is the offer price for U.S. Steel Corporation shares?

The offer price for U.S. Steel Corporation shares is $35 USD per share.

When does the offer period end?

The offer period ends on November 30, 2023.

When is the expected completion of the offer?

The offer is expected to be completed in Q4 2023.

What are the conditions for completion of the offer?

The completion of the offer is subject to regulatory and antitrust clearances.