OREANDA-NEWS. June 5, 2008. OAO Severstal, one of the world’s leading metals and mining companies, today announced that it is waiving the Essar agreement termination condition to its previously announced tender offer to acquire all of the outstanding shares of common stock of Esmark Incorporated (NSDQ: ESMK), a manufacturer and distributor of flat rolled and other steel products.  It had been a condition to the tender offer that Esmark validly terminate the Memorandum of Agreement, dated April 30, 2008, between Esmark and Essar Steel Holdings Limited and, if entered into prior to the expiration of the tender offer, the Agreement and Plan of Merger between Esmark and Essar Steel contemplated by the Memorandum of Agreement.

On May 30, 2008, Severstal commenced the all cash \\$17.00 per share tender offer to acquire Esmark shares.

All other terms and conditions of the tender offer remain the same, as set forth in the Offer to Purchase filed with the United States Securities and Exchange Commission on May 30, 2008. 

Severstal’s tender offer is scheduled to expire at 12:00 midnight, Eastern Daylight Time, on June 26, 2008, unless extended. Following completion of the tender offer, subject to the terms and conditions set forth in the Offer to Purchase, as amended, Severstal intends to consummate a second-step merger where all remaining Esmark stockholders will receive the same cash price paid in the tender offer, subject to any available appraisal rights under Delaware law. The tender offer is not conditioned on financing.

Merrill Lynch is the Dealer Manager and Citibank, N.A. is the Depositary for the tender offer.  Questions and requests for documentation in connection with the tender offer may be directed to MacKenzie Partners, Inc., the Information Agent for the tender offer, at (800) 322−2885 (toll-free) or (212) 929−5500 (collect).