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
FOR IMMEDIATE RELEASE
COMPANHIA SIDERURGICA NACIONAL COMMENTS ON
------------------------------------------
TRANSACTION WITH WHEELING-PITTSBURGH
------------------------------------
Sao Paulo, Brazil, August 3, 2006 - Following the announcement earlier today by
Wheeling-Pittsburgh Corporation (NASDAQ: WPSC) of an agreement with Companhia
Siderurgica Nacional ("CSN") (NYSE: SID) on the framework for a merger to
combine the North American assets of CSN, the second-largest fully-integrated
steel producer in Brazil, with Wheeling-Pittsburgh, Marcos Lutz, executive vice
president, Infrastructure & Energy, said:
"We are very pleased by the significant progress we are making with
Wheeling-Pittsburgh's board and management toward combining the North American
steel producing assets of our respective companies and creating a much stronger
competitor. Together with Wheeling-Pittsburgh, we have looked at this
combination from the bottom-up, and through our rigorous analysis we know that
this transaction has enormous industrial and economic logic. Not only will this
transaction provide Wheeling-Pittsburgh's shareholders the best value for their
investment, short and long-term, but equally important we believe it is the best
choice for Wheeling-Pittsburgh's employees and union.
"Furthermore, CSN provides Wheeling-Pittsburgh with a long-term slab agreement,
capital infusion and realizable synergies that enhances the attractiveness of
this transaction. CSN is a long term investor in the steel industry, and it is
our goal to evolve the combined entities into a truly world class, low-cost
steel producing enterprise that will compete successfully on both a regional and
global basis," concluded Mr. Lutz.
* * *
An investor presentation providing additional detail has been made available on
www.wpsc.com and will be filed with the SEC.
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
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.
ABOUT WHEELING-PITTSBURGH
Wheeling-Pittsburgh was organized as a Delaware corporation on June 27, 1920
under the name Wheeling Steel Corporation. Its headquarters is located in
Wheeling, WV, with major production facilities in the Upper Ohio and Monongahela
valleys. Wheeling-Pittsburgh is a holding company that, together with its
several subsidiaries and joint ventures, produces steel and steel products using
both integrated and electric arc furnace technology. The Company has slab making
production capacity of 2.8 million short tons and hot rolling capacity of 3.4
million short tons. Approximately 65 percent of its sales are comprised of high
value-added products.
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 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.
ADDITIONAL INFORMATION
THIS NEWS RELEASE AND THE INVESTOR PRESENTATION 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, including those acting as the authorized persons
and executive officers of CSN Holdings LLC, 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 CSN
Holdings and their respective directors, authorized persons and executive
officers do not own any shares of WPC.
Additional information regarding potential 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.
CONTACT INFORMATION:
Investors: Marcos Leite Ferreira, Investors Relations Manager,
+55-11-3049-7588
Media (U.S.): Jeremy Fielding or Laura Walters, Kekst and Company,
+1-212-521-4800