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Worthington Industries to Acquire the Techs


Columbus, Ohio, August 15, 2000—Worthington Industries, Inc. (NYSE: WOR) announced today that it has signed a letter of intent to acquire the assets of MetalTech, NexTech and GalvTech (collectively, “the Techs”), three independent limited partnerships located in Pennsylvania, which collectively produce and distribute approximately one million tons of galvanized steel annually.

The transaction is expected to be immediately accretive. Under the proposed terms, Worthington will acquire the Techs for $300 million in cash. No debt of the Techs will be assumed. The purchase price may increase by up to $40 million over a three year period depending on realized market prices for galvanized steel and raw material costs incurred.

Worthington's Chairman and Chief Executive Officer, John P. McConnell, stated, “This transaction represents a natural extension of Worthington's focus on value-added processing and our growth strategy to expand our steel capabilities. By acquiring the Techs, we will create value, double our galvanized steel capacity and further diversify our customer base.”

The Techs are viewed as the low cost producers in the value-added galvanizing business. Like Worthington, the Techs have a sharp focus on their customers and believe a motivated and loyal work force is the best way to satisfy their customers' needs. Beyond doubling Worthington's galvanizing business, the Techs will bring years of experience and a customer base that extends Worthington's presence in the construction and service center markets. Both of these attributes bring additional stability across all economic cycles.

Worthington's management has targeted an average annual earnings per share growth rate of 15% and strategic acquisitions are a key component of this growth. The Techs meet Worthington's financial and strategic acquisition criteria. They expand the Company's core competency in steel processing and fabricating, consume flat rolled steel, are market leaders and have independent and synergistic growth opportunities.

This transaction is subject to approval by Worthington's Board of Directors and is expected to close in September, subject to the expiration of applicable waiting periods under the Hart-Scott Rodino Antitrust Improvement Act.

Merrill Lynch & Co. has been retained as exclusive financial advisor to Worthington Industries in this transaction.

Worthington Industries is a leading diversified metal processing company with annual sales of approximately $2 billion. The Columbus, Ohio, based Company is North America's premier value-added steel processor and a leader in manufactured metal products such as automotive aftermarket stampings, pressure cylinders, metal framing, metal ceiling grid systems and laser welded blanks. The Company employs 8,000 people and operates 55 facilities in 11 countries.

Founded in 1955, the Company operates under a long-standing corporate philosophy rooted in the golden rule, with earning money for its shareholders as the first corporate goal. This philosophy, an unwavering commitment to the customer, and one of the strongest employee partnerships in American industry serve as the Company's foundation.

Safe Harbor Statement

The Company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (“the Act”). Statements by the Company relating to future revenues, earnings and growth, stock appreciation, plant capabilities and other statements which are not historical information constitute “forward looking statements” within the meaning of the Act. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include, but are not limited to, the following: general economic conditions; conditions in the Company's major markets; competitive factors and pricing pressures; product demand and changes in product mix; changes in pricing or availability of raw material, particularly steel; delays in construction or equipment supply; and other risks described from time to time in the Company's filings with the Securities and Exchange Commission.

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