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Worthington Industries to Acquire Unimast Incorporated

06/25/2002

COLUMBUS, Ohio, Jun 25, 2002 /PRNewswire-FirstCall via COMTEX/ -- Worthington Industries, Inc. (NYSE: WOR) announced today that it has signed a purchase agreement to acquire the stock of Unimast Incorporated, a wholly owned subsidiary of WHX Corporation. Unimast is a manufacturer of construction steel products including light gauge steel framing, plastering steel and trim accessories, serving the construction industry from 10 locations. Its revenues last year were approximately $230 million. Unimast will be included in Worthington Industries' Dietrich Metal Framing business segment.

The transaction is expected to be modestly accretive in the first year. Under the proposed terms, Worthington will acquire Unimast for $95 million in cash and assume debt which is expected to be approximately $25 million at the date of acquisition.

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 the metal framing business segment where excellent management, operations and products present opportunities for growth."

Ed Ponko, President of Dietrich Metal Framing, added, "The complementary nature of the product offerings of Dietrich and Unimast will be beneficial to our customers. By acquiring Unimast, we broaden our product line to include items such as vinyl finishing products and plaster lath and accessories, improve efficiencies and generate cost savings, all of which will help us better serve our customers. We will also gain additional personnel and resources to further the use of steel in residential and light commercial construction applications."

This transaction is expected to close promptly after the expiration of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvement Act.

Credit Suisse First Boston has acted 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 7,500 people and operates 59 facilities in 10 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/employer partnerships in American industry, serve as the company's foundation. Worthington Industries is listed as one of the 100 Best Companies to Work For in America by Fortune magazine.

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 sales and operating results; projected capacity levels; anticipated capital expenditures; projected timing, results, costs, charges and expenditures related to plant closures and consolidations; and other non-historical information constitute "forward- looking statements" within the meaning of the Act. Because they are based on beliefs, estimates and assumptions, forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from those projected. Any number of factors could affect actual results, including, without limitation, product demand, changes in product mix and market acceptance of products; changes in pricing or availability of raw materials, particularly steel; effects of plant closures and the consolidation of operations; capacity restraints and efficiencies; conditions in major product markets; delays in construction or equipment supply; financial difficulties of customers, suppliers and others with whom we do business; the effect of national, regional and worldwide economic conditions; risks associated with doing business internationally, including economical, political and social instability, and foreign currency exposure; acts of war and terrorist activities; the ability to improve processes and business practices to keep pace with the economic, competitive and technological environment; the business environment and impact of governmental regulations, both in the United States and abroad; and other risks described from time to time in filings with the SEC.

SOURCE Worthington Industries, Inc.

CONTACT:
Cathy Mayne Lyttle, VP, Corporate Communications, +1-614-438-3077, or cmlyttle@WorthingtonIndustries.com,
or Allison McFerren Sanders, Director, Investor Relations, +1-614-840-3133, or asanders@WorthingtonIndustries.com,
both of Worthington Industries

URL: http://www.worthingtonindustries.com

Copyright (C) 2002 PR Newswire. All rights reserved.

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