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Wheeling-Pitt shares jumping

Profit, takeover bid fuels 8% increase

CHARLESTON, W.Va. — Shares of Wheeling-Pittsburgh Corp. jumped more than 8 percent Wednesday amid news of unexpectedly higher profits and a hostile takeover bid by a fast-growing rival.

Wheeling Pitt further stirred interest by saying it is close to finalizing an alliance with another suitor, Brazilian steel maker Companhia Siderurgica Nacional.

On the earnings front, Wheeling Pitt said it expects a second-quarter operating profit of about $19 million — about $8 million more than expected. The company, which expects to release results Aug. 8, said nothing about net profits.

The news isn't good enough for Esmark Inc., a Chicago-based steel company that has launched a hostile takeover bid for Wheeling-Pitt.

Esmark is running a rival slate of nine candidates for Wheeling-Pitt's 11-member board of directors. Presumably they would favor a merger that would give Esmark more than $273 million in Wheeling Pitt stock. Esmark would contribute $200 million in cash and $350 million in new credit for the merged company.

Esmark President Craig Bouchard criticized Wheeling-Pitt during a conference call to drum up support for the offer. Bouchard said Wheeling-Pitt has too much debt and too little profit. Wheeling-Pitt had $277.3 million in long-term debt on its balance sheet at the end of the first quarter, when it lost $2.1 million.

"We've got a management team that has failed in almost every respect," said Bouchard, who blamed Wheeling-Pitt's board as well. "It's a board that's not functioning in the best interest of the shareholders."

Wheeling-Pitt, however, is more interested in a deal with CSN. "We believe this combination will deliver significantly more value than the recent proposal by Esmark," Wheeling-Pitt Chief Executive James Bradley said in a news release.

Wheeling-Pitt said a deal with CSN is being completed, but has not revealed details since confirming talks May 5.

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