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2014

CSN Provides Significantly Improved Offer to Wheeling-Pittsburgh Shareholders

New Offer Includes:

Increased Contribution by CSN into the Merger, Strengthening the Balance

Sheet;

Ability for Wheeling-Pittsburgh Shareholders to Participate Further in

Upside Potential of Combined Company;

Higher Cash Value for Depositary "B" Shares



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    SAO PAOLO, Brazil, Nov. 14 /PRNewswire-FirstCall/ -- Companhia
 Siderurgica Nacional ("CSN") (NYSE:   SID) today sent a letter to the Board
 of Directors of Wheeling-Pittsburgh Corporation (Nasdaq:   WPSC) containing a
 substantially enhanced offer to Wheeling-Pittsburgh shareholders as they
 consider the pending merger of Wheeling-Pittsburgh with CSN's North
 American assets.
     Specifically, the letter outlines the following:
     * As consideration for CSN's 49.5% interest in the combined company (the
       "Company"), CSN will contribute an incremental $50 million of cash to
       Wheeling-Pittsburgh, in addition to the contribution of:  CSN LLC; the
       Slab Supply Agreement, that provides very favorable working capital
       terms and credit to Wheeling-Pittsburgh; the Exclusivity Agreement, that
       provides Wheeling-Pittsburgh exclusive marketing rights in North America
       for CSN products; and the Technology Sharing Agreement;
     * CSN will increase the value of the depositary "B" share to $32 from $30,
       which CSN will be required to redeem in four years;
     * CSN will reduce the Company's Convertible Debt to $175 million; and
     * CSN would seek to commit the Company to a rights offering one year
       after-closing of the merger so that non-CSN shareholders would have the
       option to purchase up to 4.6 million shares (equal to half of shares
       underlying Convertible Debt) at the Convertible Debt strike price
     The revised offer follows continued conversations with major Wheeling-
 Pittsburgh shareholders, and is responsive to their diverse aims and
 objectives. This offer:
     * Improves the economic consideration to the underlying merger, which
       responds to questions regarding the appropriateness of the value of
       CSN's assets being contributed;
     * Increases the "cash" component by raising the value of the depository
       "B" share to $32, and represents $24.41 in present value assuming a 7%
       yield-to-maturity, which implies a 34% premium to the closing price of
       $18.24 as of November 13, 2006. As an expression of its confidence in
       the benefits of the merger, CSN will take the risk that if it is unable
       to resolve any successorship issues with the USW, it will commit to sell
       shares in order to remain below 50% of ownership while purchasing the B
       shares;
     * Strengthens the balance sheet, by increasing the equity contribution by
       $50 million cash and reducing the Convertible Debt by $50 million;
     * Retains the merger structure that provides shareholders freedom of
       choice to take either "B" share cash or equity upside, which is in
       response to significant shareholder interest in continuing its equity
       participation;
     * Improves shareholders' ability to participate further in future upside,
       through a rights offering at the end of the first year following
       completion of the merger; and
     * Provides current Wheeling-Pittsburg shareholders with the ability to
       maintain control equal to their 50.5% through the combined company's
       merger consideration and rights offering
     Marcos Lutz, managing director for infrastructure and energy for CSN,
 said "This is a winning proposition for all Wheeling-Pittsburgh
 shareholders. We believe we have addressed each aspect of offer, and have
 improved each component significantly. Wheeling-Pittsburg shareholders will
 have more hard value, more options, more control and a stronger combined
 company. We continue to strongly believe that the proposed combination of
 our North American assets with Wheeling-Pittsburgh provides significant
 value creation, and this enhanced offer provides further benefits to
 Wheeling-Pittsburgh shareholders."
     "With the annual meeting of shareholders at the end of this week, it is
 now time for Wheeling-Pittsburgh shareholders to decide. Shareholders can
 choose to accept this transaction, if the current directors are
 re-elected," concluded Mr. Lutz.
     Further, John Hastings, Managing Director of RBC Dain Rauscher, the
 agent bank for Wheeling-Pittsburgh's federally guaranteed loan said, "We
 welcome improvements to Wheeling-Pittsburgh's balance sheet, and enhancing
 the credit worthiness of Wheeling-Pittsburgh will be viewed as a positive
 by the banking group. The capital contribution contemplated by this revised
 proposal appears to meet those goals."
     Under the original Agreement and Plan of Merger previously announced on
 October 24, 2006, the parties agreed to merge Wheeling-Pittsburgh with a
 subsidiary of CSN, as a result of which the Wheeling-Pittsburgh
 shareholders are to receive 50.5% of the combined company and CSN the
 remaining 49.5%. CSN had also agreed to contribute $225 million in cash
 through the issuance by the combined company of a convertible debt
 security.
     On November 6, 2006, the companies announced an enhanced proposal,
 under which for each share of Wheeling-Pittsburgh, shareholders will have
 the choice of electing to receive either i) a share of common stock in the
 new combined company ("A Share"); ii) a Depositary Share that requires CSN
 to pay $30 per share in cash four years after the merger ("B Share"); or
 iii) a combination of A and B Shares. Each B share will represent the same
 class of common stock as the A Share that is deposited with a depositary
 and will be subject to a mandatory purchase by CSN for $30 per share on the
 4th anniversary of the merger. The total number of B Shares will be limited
 to 50 percent of the total of A and B shares issued in the merger. The B
 shares will be listed for trading on the NASDAQ. CSN and the Company are in
 discussions to finalize the enhancement, subject to an amendment of the
 existing definitive agreements.
     The CSN Letter and term sheet of the enhanced offer follow:
 
                         COMPANHIA SIDERURGICA NACIONAL
               Av. Brigadeiro Faria Lima, 3400 - 20 degrees Andar
                04538-132 - Itaim Bibi - Sao Paulo - SP - Brasil
 
                               November 13, 2006
 
     Board of Directors
     Wheeling-Pittsburg Corporation
     1134 Market Street
     Wheeling, West Virginia  26003
 
     Members of the Board:
     We want to express our continuing enthusiasm for creating a new
 Wheeling- Pittsburgh Corporation that will be financially stronger, and
 strategically better positioned. We remain committed to this transaction
 which we believe not only revitalizes Wheeling-Pittsburgh Corporation
 ("WPC") but also delivers value and growth for its stockholders.
     We have met with many of WPC's stockholders during the past few weeks
 and understand that they have differing interests and investment
 objectives. In order to better address these varying interests, we have
 enhanced our proposal of November 4, 2006 and hereby submit this revised
 proposal with respect to the consideration payable to the stockholders of
 WPC in the merger contemplated by the Agreement and Plan of Merger, dated
 as of October 24, 2005 (the "Merger Agreement"), by and among Companhia
 Siderurgica Nacional ("CSN"), CSN Holdings Corp., CSN Acquisition Corp. and
 WPC. The terms of our revised proposal are set forth in that attached
 non-binding term sheet.
     Our revised proposal offers WPC stockholders:
     * the right to receive $32 per share from CSN in 4 years
     * the opportunity to invest in the future of the company through a rights
       offering a year after the merger at $19 per share
     * a company with a stronger balance sheet with CSN's cash capital
       contribution of $50 million as part of the merger
     We believe that our revised proposal demonstrates CSN's commitment to
 WPC, a commitment that can only benefit all of WPC's stockholders and
 employees in the long term as compared to the precarious financial future
 that would result from any combination with Esmark.
     Our proposal is subject to negotiation and execution of definitive
 agreements. We are prepared to meet with you and your advisors to negotiate
 and finalize documentation immediately upon acceptance of our proposal by
 WPC's Board of Directors.
                            Very truly yours,
                            COMPANHIA SIDERURGICA NACIONAL
                            /s/ Benjamin Steinbruch
                            Name:  Benjamin Steinbruch
                            Title:  CEO and Chairman
 
                             Non-Binding Term Sheet
 
                        Enhanced Cash Elective Structure
 
     Current Merger Agreement
     On October 24, 2006, Companhia Siderurgica Nacional ("CSN"), CSN
 Holdings Corp. ("CSN Holdings"), an indirect, wholly owned subsidiary of
 CSN, CSN Acquisition Corp. ("Merger Sub"), a wholly owned subsidiary of CSN
 Holdings, and Wheeling-Pittsburgh Corporation ("WPC") entered into an
 Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement
 provides for the merger of WPC with and into Merger Sub (the "Merger"),
 with WPC stockholders receiving 50.5% of the outstanding Common Stock of
 CSN Holdings and CSN owning the remaining 49.5% of outstanding Common Stock
 of CSN Holdings. CSN Holdings will be renamed Wheeling-Pittsburgh
 Corporation ("New WPC") upon the consummation of the Merger. The Merger
 Agreement also contemplates that at the closing of the Merger, CSN will
 lend $225 million in cash in exchange for the issuance by New WPC and
 certain of its subsidiaries of a convertible debt security (the
 "Convertible Notes") that would be convertible into shares of Common Stock
 of New WPC within three years, provided that such additional ownership of
 equity is not prohibited under the terms of the collective bargaining
 agreement (the "CBA") then in place between New WPC and the United
 Steelworkers. Upon conversion of the Convertible Note, CSN's ownership of
 the outstanding stock of New WPC (the "New WPC Common Stock") would
 increase to 64%.
     Enhanced Proposal
     Under the enhanced offer, CSN will make a cash contribution to New WPC
 of $50 million (the "Cash Contribution") as part of the Merger. The amount
 of CSN's loan will be reduced from $225 million to $175 million in cash and
 the Convertible Note upon conversion would increase CSN's ownership of New
 WPC Common Stock to approximately 60.5%. Accordingly, the aggregate amount
 of the Cash Contribution and the loan by CSN will remain at $225 million.
 These changes would be reflected in an amendment to the Merger Agreement
 and a revised version of the agreed-upon form of the Note Purchase
 Agreement.
     In addition, CSN proposes to provide to WPC stockholders an elective
 right (i) to receive New WPC Common Stock ("A Shares") and/or (ii) to sell
 to CSN a portion of the New WPC Common Stock to be received in the Merger
 in exchange for $32 per share, in cash, payable four years following the
 Merger (the "B Shares"). Furthermore, New WPC will commit to have a rights
 offering (the "Rights Offering") one year following the closing of the
 Merger Agreement. Under the Rights Offering, holders of A Shares, other
 than CSN, will have the option to purchase their pro-rata portion of
 4,600,000 additional A Shares at a price of approximately $19 per share.
 The participants in the Rights Offering will also have the option to
 purchase on a pro-rata basis the unsubscribed additional A Shares. The
 proceeds from the Rights Offering would be applied to reduce the amount of
 indebtedness outstanding under the Convertible Note. If the Rights Offering
 is fully subscribed, the net proceeds would reduce the principal amount of
 the Convertible Note by approximately $87.5 million, which upon conversion
 would reduce CSN's interest to its original 49.5% level.
     The details of the cash elective structure with respect to the B Shares
 are set forth below, which would be reflected in an amendment to the Merger
 Agreement. Certain changes would also be made to the agreed-upon form of
 Stockholders' Agreement and Registration Rights Agreement to be entered
 into by CSN and New WPC at the closing of the Merger, as described below.
 The details of the Rights Offering are also set forth below.
     Merger Structure        Existing Merger structure, in which WPC will merge
                             with and into Merger Sub, with WPC stockholders
                             receiving 50.5% of the outstanding Common Stock of
                             New WPC and CSN owning the remaining 49.5%.
 
     Election by WPC         In the Merger, WPC stockholders can elect (the
     Stockholders to         "Call Election") at the time of the Merger to have
     Receive Cash in         the shares of New WPC Common Stock they receive in
     the Future              the Merger be subject to a mandatory purchase by
                             CSN (the "Call") for $32 per share (the "Call
                             Price") on the 4th anniversary of the Merger (the
                             "Call Date"), provided that the aggregate number
                             of shares of New WPC Common Stock subject to the
                             Call will not exceed 50% of the total number of
                             shares of New WPC Common Stock issued to WPC
                             stockholders in the Merger, provided, further,
                             that the aggregate value of the Call does not
                             exceed 60% of the total value of the consideration
                             issued to WPC stockholders in the Merger.(1) To
                             the extent that WPC stockholders exercise the Call
                             Election in excess of the foregoing 50%
                             limitation, it would be subject to pro-ration.
 
     Depositary Shares       All shares of New WPC Common Stock which are
                             subject to the Call will be deposited with a
                             Depositary (the "Deposited Common Stock")
                             immediately upon issuance in the Merger and the
                             WPC stockholders who have made the Call Election
                             will receive depositary shares (the "Depositary
                             Shares") representing their interest in the
                             Deposited Common Stock and CSN's Call obligation.
 
                             The Depositary Shares will be listed on NASDAQ.
 
     CSN's Call              On the Call Date, CSN will be obligated to
                             purchase all Deposited Common Stock and deposit
                             funds for such purchase with the Depositary. Upon
                             the delivery of such funds, the Depositary will
                             release all Deposited Common Stock to CSN.
 
                             The Depositary will cancel all Depositary Shares
                             immediately following the receipt of the funds
                             from CSN and the holders of the Depositary Shares
                             will only be entitled to receive the Call Price in
                             exchange for their Depositary Shares.
 
     Voting of the Deposited
       Common Stock          The Depositary will vote all shares of Deposited
                             Common Stock based on instructions received from
                             the holders of the Depositary Shares.
 
     Distributions on the
      Deposited Common Stock  All cash, securities and other property
                              distributed by New WPC in respect of the
                              Deposited Common Stock will be held by the
                              Depositary and be released to CSN upon payment to
                              the Depositary of the Call Price.
 
     Sale of New WPC
      Common Stock by CSN     The agreed upon form of Stockholders' Agreement
                              and Registration Rights Agreement to be entered
                              into by CSN and New WPC at the time of the Merger
                              will allow for:
 
                               * CSN's ability to sell shares of New WPC Common
                                 Stock for a limited period of time prior to
                                 the Call so that in the event CSN's ownership
                                 of New WPC cannot increase due to the
                                 prohibition under the CBA, its equity
                                 ownership in New WPC will not exceed 49.5%
                                 upon purchase of the Deposited Common Stock
                                  ("Pre-Call Sale"); and
                               * CSN's ability to require New WPC to register
                                 under the Securities Act of 1933, as amended,
                                 such number of shares of New WPC Common Stock
                                 as CSN would be required to sell in the Pre-
                                 Call Sale.
 
     Governance              The temporary reduction in CSN's ownership of New
                             WPC Common Stock resulting from the Pre-Call Sale
                             will not affect any of CSN's governance rights as
                             stockholder of New WPC.
 
     SEC Registration        The Depositary Shares will trade as a "Unit" with
                             CSN's Call obligation.  CSN will register its Call
                             obligation on a registration statement on
                             Form F-3.
 
     Rights Offering         Number of Additional Shares:  4,600,000 A Shares
                             offered
                             Subscription Price:  Approximately $19 per share
                             Eligible Participants:  Holders of A Shares, other
                             than CSN, can participate in the Rights Offering
                             and such participants will also have the option to
                             purchase on a pro-rata basis the unsubscribed
                             A Shares
                             Commencement:  One year following the closing of
                             the Merger
                             Use of Proceeds:  All proceeds used to payoff a
                             portion of the CSN's loan, and the number shares
                             of New WPC Common Stock that the Convertible Notes
                             are convertible into would be correspondingly
                             reduced
     The proposal set forth in this non-binding Term Sheet is subject to
 negotiation and execution of definitive agreements by the parties with
 respect thereto.
     (1) It is anticipated that this will be based on the value on the day
         before the signing of the amendment to the Merger Agreement and this
         assumes that there is no other non-stock consideration in connection
         with the Merger for U.S. federal income tax purposes.
 
 
     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 S�o 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.
 
     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
 
 

SOURCE Companhia Siderurgica Nacional

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