Filed by Companhia Siderurgica Nacional
under its name translated into English: National Steel Company
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Wheeling-Pittsburgh Corporation
Commission File No.: 000-50300
On November 14, 2006, Companhia Siderurgica Nacional issued the
following press release concerning the proposed strategic alliance between
Companhia Siderurgica Nacional and Wheeling-Pittsburgh Corporation. The
following press release contains forward looking statements as discussed more
fully below.
FOR IMMEDIATE RELEASE
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
SAO PAOLO, BRAZIL, NOVEMBER 14, 2006 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:
o 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;
o CSN will increase the value of the depositary "B" share to $32 from $30,
which CSN will be required to redeem in four years;
o CSN will reduce the Company's Convertible Debt to $175 million; and
o 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:
o IMPROVES THE ECONOMIC CONSIDERATION TO THE UNDERLYING MERGER, which
responds to questions regarding the appropriateness of the value of CSN's
assets being contributed;
o 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;
o STRENGTHENS THE BALANCE SHEET, by increasing the equity contribution by
$50 million cash and reducing the Convertible Debt by $50 million;
o 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;
o 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
o PROVIDES CURRENT WHEELING-PITTSBURGH 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-Pittsburgh 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.
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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(degree) Andar
04538-132 - Itaim Bibi - Sao Paulo - SP - Brasil
November 13, 2006
Board of Directors
Wheeling-Pittsburgh 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.
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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:
o the right to receive $32 per share from CSN in 4 years
o the opportunity to invest in the future of the company
through a rights offering a year after the merger at $19
per share
o 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
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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 STOCKHOLDERS In the Merger, WPC stockholders can elect (the
TO RECEIVE CASH IN THE FUTURE "Call Election") at the time of the Merger to
have the shares of New WPC Common Stock they
receive in 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.
____________________
(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.
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-------------------------------- -----------------------------------------------
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 The Depositary will vote all shares of
COMMON STOCK Deposited Common Stock based on instructions
received from the holders of the Depositary
Shares.
-------------------------------- -----------------------------------------------
DISTRIBUTIONS ON THE All cash, securities and other property
DEPOSITED COMMON STOCK 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 The agreed upon form of Stockholders' Agreement
BY CSN and Registration Rights Agreement to be entered
into by CSN and New WPC at the time of the
Merger will allow for:
o 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
o 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 o Number of Additional Shares: 4,600,000 A
Shares offered
o Subscription Price: Approximately $19 per
share
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-------------------------------- -----------------------------------------------
o 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
o Commencement: One year following the
closing of the Merger
o 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.
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 Sao 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
7
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
# # #
The information contained in the foregoing press release, 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 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
8
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 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.
The foregoing shall not constitute an offer of any securities for sale. If and
when definitive documentation for the proposed strategic alliance is completed,
the proposed strategic alliance will be submitted to Wheeling-Pittsburgh
Corporation stockholders for their consideration. CSN Holdings will file a
registration statement with the SEC, containing a preliminary proxy statement of
Wheeling-Pittsburgh Corporation and a preliminary prospectus of CSN Holdings and
other relevant documents concerning the proposed strategic alliance.
Stockholders of Wheeling-Pittsburgh are urged to read the registration statement
and the definitive proxy statement/prospectus, and any other relevant documents
filed with the SEC, if and when they become available, as well as any amendments
or supplements to those documents, because they will contain important
information. You will be able to obtain a free copy of the proxy
statement/prospectus, as well as other filings containing information about CSN,
CSN Holdings and Wheeling-Pittsburgh, at the SEC's website at www.sec.gov.
CSN and CSN Holdings and their respective directors, authorized persons,
executive officers and other employees may be deemed to be participants in the
solicitation of proxies from the stockholders of Wheeling-Pittsburgh in
connection with the proposed strategic alliance. Information about the directors
and executive officers of CSN is set forth in CSN's Annual Report on Form 20-F
for the 2005 fiscal year, as filed on July 3, 2006. CSN and its directors,
authorized persons and executive officers do not own any shares of WPC.
Additional information regarding the participants in the proxy solicitation and
their respective interests may be obtained by reading the proxy
statement/prospectus regarding the proposed strategic alliance if and when it
becomes available.
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