Filed by Companhia Siderurgica Nacional
under its name translated into English: National Steel Company
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Wheeling-Pittsburgh Corporation
Commission File No.: 000-50300
On November 16, 2006, Companhia Siderurgica Nacional issued the
following press release concerning the proposed strategic alliance between
Companhia Siderurgica Nacional and Wheeling-Pittsburgh Corporation. The
following press release contains forward looking statements as discussed more
fully below.
FOR IMMEDIATE RELEASE
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ISS ISSUES REPORT,
DECLARES CSN PROPOSAL FOR WHEELING-PITTSBURGH SUPERIOR
CSN Merger Agreement Dependent
on Re-Election of Wheeling-Pittsburgh Director Nominees
SAO PAOLO, BRAZIL, Nov. 15 -- Companhia Siderurgica Nacional (CSN) (NYSE: SID)
today announced that Institutional Shareholder Services (ISS), one of the
leading providers of proxy advisory services, has issued a new report in which
it declares CSN's enhanced proposal of November 14, 2006 to shareholders of
Wheeling-Pittsburgh Corporation (NASDAQ:WPSC) a "better alternative."
Marcos Lutz, Vice President for Infrastructure and Energy, CSN, said, "We
understand that ISS's stated policy is not to change formal recommendations so
close to a meeting date, and so we are extremely pleased with ISS's statement
that it deems our proposal 'a better alternative'. ISS evidently has seen
through the barrage of rhetoric, and it recognizes that our enhanced proposal
will create the most value for Wheeling--Pittsburgh shareholders. We hope all
shareholders will now re-elect Wheeling-Pittsburgh's director nominees to the
Board of Directors at its annual meeting of shareholders tomorrow."
In its updated report, ISS concludes that the revised CSN proposal addresses
most of its concerns with the initial CSN offer. Specifically, ISS said that the
advantages that the CSN offer provides include:
o "Higher underlying equity valuation: The additional $50 million in
cash injection should improve WP's liquidity situation. Moreover, as
it does not increase CSN's equity ownership in the company, we
consider it to have the same effect as increasing the underlying
offer price for WP's shares.
o Increase in redemption price for B shares: Assuming, 7-8 percent
discount rate (these rates have been used by Esmark in their
presentation), the present value of the revised $32/share redemption
price for B shares comes to $23.5-24.4 per share. The present value
compares favorably against the $20/share share buy-back that Esmark
has proposed. Also, the revised proposal answers our initial
questions on B shares, by providing greater information on the
liquidity, marketability, and depositary mechanics. The new B shares
are expected to be listed on the NASDAQ exchange and would be held
in a depository
o Reduced leverage: By reducing the amount of convertible debt to $175
million and by injecting $50 million in new cash, the revised
proposal increases net debt by $125 million, compared to $225
million previously. We believe that the lower level of net debt may
be more manageable, and does not significantly affect WP's leverage.
o Rights issue: The revised offer now entitles existing WP
shareholders, who opt for A shares in the new combined company, to
subscribe to rights issue at $19/share for up to 4.6 million shares.
We believe that the ability to subscribe to the rights issue allows
class A shareholders to participate in the potential upside of the
company. More importantly, we believe that this proposal, now makes
the CSN offer comparable to the Esmark offer in terms of
shareholders ability to participate in the upside by subscribing to
rights issue, at a potentially discounted price.
o Strong credentials of CSN designees: WP has also disclosed the
names, experience and background of CSN designees for the new board,
assuming the WP/CSN transaction is consummated. We believe that all
three designees would bring relevant experience to the board. Given
the background and experience of CSN designees, we are no longer
concerned about the potential lack of steel experience on the
proposed WP/CSN board."
Further, CSN noted the recent disclosure by Wheeling-Pittsburgh that the change
of control provisions of Wheeling-Pittsburgh's credit facility will be triggered
by the election of the Esmark director-nominees.
Shareholders who have questions or need assistance in voting their GOLD proxy
card for the Wheeling-Pittsburgh director-nominees should call
Wheeling-Pittsburgh's proxy solicitors, Georgeson Shareholder, toll-free at
(800) 843-1451.
ABOUT COMPANHIA SIDERURGICA NACIONAL
CSN is a leading global steel producer with operations in Latin America, North
America, and Europe. CSN is a fully integrated steel producer, the largest
coated steel producer in Brazil, with current capacity of 21.5 million tons of
iron ore, 5.6 million tons of crude steel, 5.1 million tons of rolled products
and 2.9 million tons of coated steel capacity.
CSN's process is based on the integrated steelworks concept that uses its own
sources of iron ore and electrical power supply. In addition, CSN controls
logistics assets - ports and railways - that enable an extremely cost efficient
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and reliable loading and unloading of slabs and ore for deep sea vessels. This
integrated steelworks concept allows CSN to be one of the most cost competitive
steel producers in the world.
CSN has had operations in the United States since 2001 through its wholly-owned
subsidiary CSN LLC (formerly known as Heartland Steel) located at Terre Haute,
Indiana. CSN LLC has an annual production capacity of 1 million tons of
cold-rolled, galvanized and hot rolled products.
CSN shares are traded on the New York (NYSE) and Sao Paulo (BOVESPA) stock
exchanges.
FORWARD-LOOKING STATEMENTS CAUTIONARY LANGUAGE
The information contained in this news release and the investor presentation,
other than historical information, consists of forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. In particular, statements containing estimates or
projections of future operating or financial performance are not historical
facts, and only represent a belief based on various assumptions, all of which
are inherently uncertain. Forward-looking statements reflect the current views
of management and are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those described in such
statements. These risks and uncertainties include, among others, factors
relating to (1) the risk that the businesses of CSN Holdings Corp. and
Wheeling-Pittsburgh will not be integrated successfully or such integration may
be more difficult, time-consuming or costly than expected; (2) the ability of
CSN, CSN Holdings Corp. and Wheeling-Pittsburgh to realize the expected benefits
from the proposed strategic alliance, including expected operating efficiencies,
synergies, cost savings and increased productivity, and the timing of
realization of any such expected benefits; (3) lower than expected operating
results for Wheeling-Pittsburgh for the remainder of 2006 or for the strategic
alliance; (4) the risk of unexpected consequences resulting from the strategic
alliance; (5) the risk of labor disputes, including as a result of the proposed
strategic alliance or the failure to reach a satisfactory collective bargaining
with the production employees; (6) the ability of the strategic alliance to
operate successfully within a highly cyclical industry; (7) the extent and
timing of the entry of additional competition in the markets in which the
strategic alliance will operate; (8) the risk of decreasing prices for the
strategic alliance's products; (9) the risk of significant supply shortages and
increases in the cost of raw materials, especially carbon slab supply, and the
impact of rising natural gas prices; (10) rising worldwide transportation costs
due to historically high and volatile oil prices; (11) the ability of the
strategic alliance to complete, and the cost and timing of, capital improvement
projects, including upgrade and expansion of Wheeling-Pittsburgh's hot strip
mill and construction of an additional galvanizing line; (12) increased
competition from substitute materials, such as aluminum; (13) changes in
environmental and other laws and regulations to which the strategic alliance are
subject; (14) adverse changes in interest rates and other financial market
conditions; (15) failure of the convertible financing proposed to be provided by
CSN to be converted to equity; (16) changes in United States trade policy and
governmental actions with respect to imports, particularly with respect to
restrictions or tariffs on the importation of carbons slabs; and (17) political,
legal and economic conditions and developments in the United States and in
foreign countries in which the strategic alliance will operate. There is no
guarantee that the expected events, trends or results will actually occur. The
statements are based on many assumptions and factors, and any changes in such
assumptions or factors could cause actual results to differ materially from
current expectations. CSN, CSN Holdings Corp. and Wheeling-Pittsburgh assume no
duty to update forward-looking statements. Reference is made to a more complete
discussion of forward-looking statements and applicable risks contained in CSN's
and Wheeling-Pittsburgh's filings with the SEC.
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CONTACT INFORMATION
Investors: Jose Marcos Treiger, Investors Relations Manager,
+55-11-3049-7511
Media (U.S.): Jeremy Fielding or Laura Walters, Kekst and Company,
+1-212-521-4800
# # #
The information contained in the foregoing press release, other than historical
information, consists of forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange
Act. In particular, statements containing estimates or projections of future
operating or financial performance are not historical facts, and only represent
a belief based on various assumptions, all of which are inherently uncertain.
Forward-looking statements reflect the current views of management and are
subject to a number of risks and uncertainties that could cause actual results
to differ materially from those described in such statements. These risks and
uncertainties include, among others, factors relating to (1) the risk that the
businesses of CSN Holdings and Wheeling-Pittsburgh will not be integrated
successfully or such integration may be more difficult, time-consuming or costly
than expected; (2) the ability of CSN, CSN Holdings and Wheeling-Pittsburgh to
realize the expected benefits from the proposed strategic alliance, including
expected operating efficiencies, synergies, cost savings and increased
productivity, and the timing of realization of any such expected benefits; (3)
lower than expected operating results for Wheeling-Pittsburgh for the remainder
of 2006 or for the strategic alliance; (4) the risk of unexpected consequences
resulting from the strategic alliance; (5) the risk of labor disputes, including
as a result of the proposed strategic alliance or the failure to reach a
satisfactory collective bargaining with the production employees; (6) the
ability of the strategic alliance to operate successfully within a highly
cyclical industry; (7) the extent and timing of the entry of additional
competition in the markets in which the strategic alliance will operate; (8) the
risk of decreasing prices for the strategic alliance's products; (9) the risk of
significant supply shortages and increases in the cost of raw materials,
especially carbon slab supply, and the impact of rising natural gas prices; (10)
rising worldwide transportation costs due to historically high and volatile oil
prices; (11) the ability of the strategic alliance to complete, and the cost and
timing of, capital improvement projects, including upgrade and expansion of
Wheeling-Pittsburgh's hot strip mill and construction of an additional
galvanizing line; (12) increased competition from substitute materials, such as
aluminum; (13) changes in environmental and other laws and regulations to which
the strategic alliance are subject; (14) adverse changes in interest rates and
other financial market conditions; (15) failure of the convertible financing
proposed to be provided by CSN to be converted to equity; (16) changes in United
States trade policy and governmental actions with respect to imports,
particularly with respect to restrictions or tariffs on the importation of
carbons slabs; and (17) political, legal and economic conditions and
developments in the United States and in foreign countries in which the
strategic alliance will operate. There is no guarantee that the expected events,
trends or results will actually occur. The statements are based on many
assumptions and factors, and any changes in such assumptions or factors could
cause actual results to differ materially from current expectations. CSN, CSN
Holdings and Wheeling-Pittsburgh assume no duty to update forward-looking
statements. Reference is made to a more complete discussion of forward-looking
statements and applicable risks contained in CSN's and Wheeling-Pittsburgh's
filings with the SEC.
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The foregoing shall not constitute an offer of any securities for sale. If and
when definitive documentation for the proposed strategic alliance is completed,
the proposed strategic alliance will be submitted to Wheeling-Pittsburgh
Corporation stockholders for their consideration. CSN Holdings will file a
registration statement with the SEC, containing a preliminary proxy statement of
Wheeling-Pittsburgh Corporation and a preliminary prospectus of CSN Holdings and
other relevant documents concerning the proposed strategic alliance.
Stockholders of Wheeling-Pittsburgh are urged to read the registration statement
and the definitive proxy statement/prospectus, and any other relevant documents
filed with the SEC, if and when they become available, as well as any amendments
or supplements to those documents, because they will contain important
information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about CSN,
CSN Holdings and Wheeling-Pittsburgh, at the SEC's website at www.sec.gov.
CSN and CSN Holdings and their respective directors, authorized persons,
executive officers and other employees may be deemed to be participants in the
solicitation of proxies from the stockholders of Wheeling-Pittsburgh in
connection with the proposed strategic alliance. Information about the directors
and executive officers of CSN is set forth in CSN's Annual Report on Form 20-F
for the 2005 fiscal year, as filed on July 3, 2006. CSN and its directors,
authorized persons and executive officers do not own any shares of WPC.
Additional information regarding the participants in the proxy solicitation and
their respective interests may be obtained by reading the proxy
statement/prospectus regarding the proposed strategic alliance if and when it
becomes available.
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