Wheeling-Pittsburgh Corp's largest stockholder yesterday called for the ouster of the embattled steelmaker's management and offered to invest an additional $100 million to help new management revitalize the independent steelmaker.
The shareholder, Tontine Management of Greenwich, Conn., also opposes takeover bids for Wheeling-Pitt being waged by Brazilian steelmaker Companhia Siderurgica Nacional and Esmark, a Chicago Heights, Ill., steel processor and distributor.
In a letter to Wheeling-Pitt's board, Tontine's Jeffrey L. Gendell said the competing offers "grossly understate the intrinsic value" of Wheeling-Pitt and would dilute the influence of current shareholders.
Tontine's proposal complicates a heated takeover fight that pits Wheeling-Pitt management, which is backing the CSN bid, against Esmark, which is supported by the United Steelworkers union. Both proposals would eventually leave the successful buyer with a 64 percent stake in Wheeling-Pittsburgh.
Tontine owns 9.5 percent of the steelmaker, which has performed inconsistently since emerging from a second bout of bankruptcy in 2003. He purchased his 1.4 million shares at an average cost of $11.62, according to Tontine's filing with the Securities and Exchange Commission.
"Significant and immediate change is necessary to enable the company to fully address the operating challenges that it still faces," Mr. Gendell said in the letter. "The manner and form in which such change is effected should not be through a tortuously structured transaction implemented at the expense of your shareholders."
Wheeling-Pitt said its directors appreciate Tontine's concerns and have "already contacted Mr. Gendell to begin a more active dialogue to address their concerns."
Wheeling-Pitt shares closed yesterday at $19.14, up 66 cents. They were priced at $17.86 before Esmark announced its $1.1 billion offer in July.
While Mr. Gendell opposes CSN's and Esmark's bids, he has one thing in common with Esmark, whose two-step takeover plan faces its first hurdle when investors vote on its slate of directors at a Nov. 17 shareholder meeting. If it gains control of Wheeling-Pitt's board, Esmark intends to oust Wheeling-Pitt Chairman and Chief Executive Officer James G. Bradley.
The fact that Mr. Gendell, whose firm is the largest shareholder of U.S. Steel and AK Steel, wants to do the same encourages Esmark CEO James P. Bouchard.
"It's a clear message from the shareholders that a new board will be put in place," Mr. Bouchard said. "We're very pleased he's taking an active shareholder role."
CSN declined comment and Mr. Gendell could not be reached for comment.
In addition to holding a 6 percent stake at U.S. Steel and a 10 percent stake in AK Steel, Mr. Gendell is the second-largest stockholder at Michael Baker Corp, controlling 10 percent of the Moon engineering and energy services firm, and at L.B. Foster, where he owns 13 percent of the Green Tree industrial products company. He is also the fifth-largest shareholder of Calgon Carbon, controlling 5 percent of the Robinson environmental services firm's shares.