Russian steel major Severstal announced that it has reached a binding agreement to purchase WCI Steel based at Warren in Ohio State of US. The acquisition is subject to customary closing conditions, including the receipt of all necessary government and regulatory approvals and is expected to close in late Q2 or early Q3 of 2008.

According to the terms of the agreement, Severstal will acquire all outstanding equity of WCI for a total cash consideration of USD 140 million, implying an enterprise value of USD 327 million based on outstanding net debt as of April 30th 2008. WCI’s Board of Directors has recommended the transaction to its shareholders. Shareholders representing a majority of WCI’s diluted shares outstanding have irrevocably consented to the transaction. The acquisition has the full support of the United Steel Workers.

WCI’s total annual steel making capacity of 1.22 million tonnes is focused on high quality flat rolled steel for use in demanding applications. WCI Steel’s strength is built on “Custom Steel. Custom Service. Creative Solutions.” As an integrated producer of value added, custom steel products serving niche markets, WCI Steel emphasizes customer and technical service. WCI Steel currently produces 185 grades of flat-rolled custom and commodity steel products at its Warren, Ohio, facility. WCI Steel focuses on a wide range of custom flat-rolled steel products, including high carbon, alloy, ultra high strength, and heavy gauge galvanized steel and on developing closer, more responsive relationships with customers. Major customers are steel converters, processors, service centers, construction product companies, and pipe and tube manufacturers.

Mr Gregory Mason CEO of Severstal International and COO of OAO Severstal said “This acquisition is aligned with Severstal’s disciplined approach to growing our US business while creating shareholder value. It solidifies our position as the fourth largest steel producer in the US by raising Severstal’s total US capacity to just under 11 million tonnes per year. The addition of WCI to Severstal’s family will enhance our custom product capabilities and create opportunities to increase profitability in both the short and long-term.”

Mr Leonard M Anthony, president & CEO of WCI Steel said that “During the past few months, the Board of Directors has carefully evaluated strategic alternatives and has concluded that the sale of WCI Steel to Severstal is in the best interests of the shareholders and will enable the Warren, Ohio, facility to prosper in the future. All of us at WCI Steel are committed to working toward a smooth and rapid transition.”

Citi and Raymond James are acting as financial advisors to Severstal on this transaction. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsel to Severstal.

Moelis & Company is acting as exclusive financial advisor to WCI Steel, Inc. McDermott Will & Emery LLP acted as legal counsel to the Company, and Kaye Scholer LLP acted as legal counsel to the Special Committee of the Board of Directors.