RADIUS RECYCLING to be Acquired by U.S. Subsidiary of TOYOTA TSUSHO CORPORATION (TTC), Accelerating Investment in Future Growth
Radius Recycling (NASDAQ: RDUS) has announced a definitive merger agreement with Toyota Tsusho America (TAI), a U.S. subsidiary of Toyota Tsusho (TTC). Under the agreement, TAI will acquire all Radius shares for $30.00 per share in cash, representing a 115% premium over the March 12, 2025 closing price.
The transaction, valued at approximately $1.34 billion enterprise value, will maintain Radius' Portland headquarters, teams, facilities, and brands. The merger combines two recycling industry leaders, with TTC bringing approximately $65 billion in global revenue and 70,000 employees worldwide.
Post-acquisition, Radius will benefit from TTC's financial strength, recycling technology, and automotive sector expertise. The deal is expected to close in the second half of 2025, subject to shareholder and regulatory approvals.
Radius Recycling (NASDAQ: RDUS) ha annunciato un accordo di fusione definitivo con Toyota Tsusho America (TAI), una sussidiaria statunitense di Toyota Tsusho (TTC). In base all'accordo, TAI acquisirà tutte le azioni di Radius per $30,00 per azione in contante, rappresentando un premio del 115% rispetto al prezzo di chiusura del 12 marzo 2025.
La transazione, valutata a circa $1,34 miliardi di valore aziendale, manterrà la sede di Radius a Portland, i team, le strutture e i marchi. La fusione combina due leader del settore del riciclaggio, con TTC che porta circa 65 miliardi di dollari di fatturato globale e 70.000 dipendenti in tutto il mondo.
Dopo l'acquisizione, Radius beneficerà della solidità finanziaria di TTC, della tecnologia di riciclaggio e dell'expertise nel settore automobilistico. Si prevede che l'affare si chiuda nella seconda metà del 2025, soggetto all'approvazione degli azionisti e delle autorità di regolamentazione.
Radius Recycling (NASDAQ: RDUS) ha anunciado un acuerdo de fusión definitivo con Toyota Tsusho America (TAI), una subsidiaria estadounidense de Toyota Tsusho (TTC). Según el acuerdo, TAI adquirirá todas las acciones de Radius por $30.00 por acción en efectivo, lo que representa una prima del 115% sobre el precio de cierre del 12 de marzo de 2025.
La transacción, valorada en aproximadamente $1.34 mil millones en valor empresarial, mantendrá la sede de Radius en Portland, los equipos, las instalaciones y las marcas. La fusión combina a dos líderes de la industria del reciclaje, con TTC aportando aproximadamente 65 mil millones de dólares en ingresos globales y 70,000 empleados en todo el mundo.
Tras la adquisición, Radius se beneficiará de la solidez financiera de TTC, de la tecnología de reciclaje y de la experiencia en el sector automotriz. Se espera que el acuerdo se cierre en la segunda mitad de 2025, sujeto a la aprobación de los accionistas y de las autoridades regulatorias.
Radius Recycling (NASDAQ: RDUS)는 Toyota Tsusho America (TAI)와 최종 합병 계약을 체결했다고 발표했습니다. TAI는 Toyota Tsusho (TTC)의 미국 자회사입니다. 이 계약에 따라 TAI는 주당 $30.00의 현금으로 Radius의 모든 주식을 인수하게 되며, 이는 2025년 3월 12일 종가에 비해 115%의 프리미엄을 나타냅니다.
이 거래는 약 $1.34억 달러의 기업 가치로 평가되며, Radius의 포틀랜드 본사, 팀, 시설 및 브랜드를 유지할 것입니다. 이 합병은 두 개의 재활용 산업 리더를 결합하며, TTC는 전 세계적으로 약 650억 달러의 매출과 70,000명의 직원을 보유하고 있습니다.
인수 후 Radius는 TTC의 재정적 강점, 재활용 기술 및 자동차 부문 전문성의 혜택을 누릴 것입니다. 이 거래는 주주와 규제 당국의 승인을 조건으로 2025년 하반기에 마무리될 것으로 예상됩니다.
Radius Recycling (NASDAQ: RDUS) a annoncé un accord de fusion définitif avec Toyota Tsusho America (TAI), une filiale américaine de Toyota Tsusho (TTC). Selon l'accord, TAI acquerra toutes les actions de Radius pour 30,00 $ par action en espèces, ce qui représente une prime de 115 % par rapport au prix de clôture du 12 mars 2025.
La transaction, d'une valeur d'environ 1,34 milliard $, conservera le siège de Radius à Portland, ainsi que les équipes, les installations et les marques. La fusion combine deux leaders de l'industrie du recyclage, TTC apportant environ 65 milliards de dollars de revenus mondiaux et 70 000 employés dans le monde.
Après l'acquisition, Radius bénéficiera de la solidité financière de TTC, de sa technologie de recyclage et de son expertise dans le secteur automobile. La conclusion de l'accord est prévue pour la deuxième moitié de 2025, sous réserve de l'approbation des actionnaires et des autorités réglementaires.
Radius Recycling (NASDAQ: RDUS) hat eine endgültige Fusionsvereinbarung mit Toyota Tsusho America (TAI), einer US-Tochtergesellschaft von Toyota Tsusho (TTC), angekündigt. Gemäß der Vereinbarung wird TAI alle Radius-Aktien für 30,00 $ pro Aktie in bar erwerben, was einem Aufschlag von 115 % gegenüber dem Schlusskurs vom 12. März 2025 entspricht.
Die Transaktion, die mit etwa 1,34 Milliarden $ Unternehmenswert bewertet wird, wird die Hauptzentrale von Radius in Portland, die Teams, die Einrichtungen und die Marken beibehalten. Die Fusion vereint zwei Führer der Recyclingbranche, wobei TTC etwa 65 Milliarden $ an globalen Einnahmen und 70.000 Mitarbeiter weltweit bringt.
Nach der Übernahme wird Radius von der finanziellen Stärke von TTC, der Recyclingtechnologie und der Expertise im Automobilsektor profitieren. Der Abschluss des Deals wird für die zweite Hälfte des Jahres 2025 erwartet, vorbehaltlich der Genehmigung durch die Aktionäre und der Aufsichtsbehörden.
- 115% premium offered to shareholders ($30.00 per share)
- Access to TTC's financial strength and recycling technology
- Expanded business opportunities through TTC's automotive industry relationships
- Commitment to invest in infrastructure and manufacturing capabilities
- Retention of existing operations, employees, and collective bargaining agreements
- Loss of independence as a public company
- Transaction subject to regulatory and shareholder approval risks
- Integration challenges with a larger international organization
Insights
The acquisition of Radius Recycling by Toyota Tsusho America represents an exceptional premium for shareholders at
This deal offers compelling value given Radius's current market capitalization of roughly
Beyond the immediate premium, the transaction benefits from strategic compatibility. Both companies focus on metals recycling and circular economy initiatives, which should facilitate integration and reduce execution risk. TTC brings substantial financial resources with
The commitment to preserve Radius's headquarters, teams, and collective bargaining agreements further reduces integration risk and suggests TTC sees value in Radius's existing operations rather than seeking dramatic cost-cutting. This transaction represents a compelling exit opportunity for Radius shareholders while positioning the company for potentially stronger growth under TTC's ownership.
Radius Recycling Shareholders to Receive
TTC’s Investments to Accelerate Radius Recycling’s Growth Strategies and Strengthen Resiliency
TTC Committed to Honoring Collective Bargaining Agreements and Compensation and Benefits Programs for All Radius Recycling Employees
PORTLAND, Ore., March 13, 2025 (GLOBE NEWSWIRE) -- Radius Recycling, Inc. (NASDAQ: RDUS) (“Radius” or the “Company”) today announced that it has entered into a definitive merger agreement with Toyota Tsusho America, Inc. (“TAI”), a U.S. subsidiary of Toyota Tsusho Corporation (8015.T) (“TTC”), under which TAI will acquire all shares of Radius for
The transaction brings together two companies dedicated to advancing the circular economy by increasing recycling and reducing waste across the industrial, manufacturing, and retail sectors.
For more than a century, Radius has supplied recycled materials and products to customers in North America and around the world. Over this time, the Company has expanded its platform to include innovative metals recovery technologies, Third Party Recycling (3PR™) services and solutions, Pick-N-Pull branded auto recycling and used parts retail stores, and the Cascade electric arc furnace and rolling mill in Oregon. TTC, an affiliate of the Toyota Group, is a prominent Japanese trading company headquartered in Nagoya and Tokyo with approximately
“We are excited to have reached this agreement with TTC, which builds on our longstanding relationship and provides us with increased opportunities for our talented team, broader products and services for our suppliers, customers and communities, and an expanded platform for our more than 100 operating sites while delivering significant immediate value to our shareholders,” said Tamara L. Lundgren, Radius’ Chairman and Chief Executive Officer. “Like Radius, TTC is a proven leader in metals and automotive recycling services and solutions, and we look forward to enhancing and expanding our offerings as part of their larger organization while continuing to drive our strategy forward. I am grateful to the entire Radius team, whose hard work and determination have created a strong foundation for our Company, enabling us to embark on this next chapter in our history with TTC.”
“We look forward to collaborating with Radius, whose position as one of North America’s leading recycling companies aligns with our efforts to holistically improve recycling across the supply chain,” said Ichiro Kashitani, TTC’s President and Chief Executive Officer. “Together, we will strengthen, amplify and grow Radius’ robust networks and integrated operations, better positioning Radius to meet the rapidly increasing demand to improve recycling rates and value recovery and deliver long-term benefits to employees, customers, suppliers, and communities.”
Accelerating Radius’ Strategic Priorities and Supporting Our Stakeholders
- Increased Resources to Further Strategic Priorities. With TTC’s financial support, Radius will have a greater ability to invest in the continued development of its metals recycling platform, Pick-N-Pull auto recycling business, 3PR™ recycling services and solutions, and Cascade electric arc furnace and rolling mill. Radius will also benefit from TTC’s recycling technologies that seek to increase the recovery of ferrous and nonferrous metals and reduce material going to landfills.
- Opportunity to Expand and Diversify Business. Radius expects to benefit from TTC’s strong relationships with automotive OEMs and Tier 1, 2, and 3 suppliers, enabling Radius to expand its opportunities to partner with metals consumers. With a further diversified customer base, Radius will have a more robust operating platform from which to invest in its facilities, grow, and provide enhanced products and services.
- Investment in Radius’ Operations. TTC recognizes the importance of innovative, closed-loop solutions to improving supply chains, manufacturing activity, and the environment. TTC is committed to investing in the development of Radius’ infrastructure and manufacturing capabilities across its operating sites, with the goal of growing and diversifying Radius’ platform over the long-term.
- Commitment to Employees. TTC has a track record of supporting its employees and is committed to protecting and creating jobs within Radius. TTC’s high focus on ethics, safety, and environmental stewardship are an excellent fit with Radius’ culture of integrity and sustainability leadership. In addition, TTC is committed to honoring collective bargaining agreements and compensation and benefits programs for Radius employees.
- Fostering Local Communities. Radius headquarters will remain in Portland, Oregon, and TTC will preserve Radius’ teams, brands, and legacy in local communities. TTC recognizes Radius’ community engagement, including the advancement of local workforce development, promotion of environmental stewardship, support for public safety programs, and service as a critical partner during disaster recovery activities.
- Meaningful Value for Shareholders. The
$30.00 per share cash purchase price represents an approximate115% premium to Radius’ closing share price on March 12, 2025, and an approximate102% premium over the VWAP of Radius common stock for the 90 days ending March 12, 2025. The implied total enterprise value of the transaction, including net debt, is approximately$1.34 billion .
Approvals and Timing
The transaction is expected to close in the second half of calendar year 2025, subject to approval by Radius’ shareholders, regulatory approvals, and other customary closing conditions.
Advisors
Goldman Sachs & Co. LLC is serving as lead financial advisor, J.P. Morgan Securities LLC is serving as co-advisor, and Simpson Thacher & Bartlett LLP is serving as legal counsel to Radius. Mizuho Securities Co., Ltd. is acting as financial advisor and White & Case LLP is serving as legal counsel to TTC.
About Radius
Radius is a leading North American recycler of ferrous and nonferrous metals with 54 operating facilities across 25 states, Puerto Rico, and Western Canada. The Company sells its products to U.S. and export customers from its locations on both the East and West Coasts of the U.S., the Southeast, Hawaii, and Puerto Rico. Radius’ integrated operating platform also includes 50 stores operating across the U.S. and Western Canada under its Pick-N-Pull brand which sell serviceable used auto parts from salvaged vehicles and receive over 4 million annual retail visits. The Company’s electric arc furnace and rolling mill located in McMinnville, Oregon is vertically integrated with its Pacific Northwest metals recycling operations and produces rebar, wire rod, and other specialty products that are sold to customers primarily in the Western U.S. and Western Canada. Radius began operations in 1906 in Portland, Oregon, where it remains headquartered.
About TTC
Toyota Tsusho was founded in 1948 as the trading company for the Toyota Group. Toyota Tsusho Group is a global entity that develops business together with its members’ employees in various countries around the world. To pursue the value that we can provide to society and our customers, Toyota Tsusho has established 8 mission-based sales divisions (Metal+(Plus)/ Circular Economy/ Supply Chain/ Mobility/ Green Infrastructure/ Digital Solutions/ Lifestyle/ Africa). Additionally, toward the realization of a carbon-neutral world, Toyota Tsusho has declared its commitment to halving its greenhouse gas emissions from 800,000 tons in 2019 by 2030 and to achieving carbon neutrality by 2050. Toyota Tsusho will continue to reduce greenhouse gas emissions throughout its supply chains to contribute to the realization of a decarbonized society.
Non-GAAP Financial Measures
| Reconciliation of debt, net of cash | |||
| ($ in thousands) | |||
| November 30, 2024 | |||
| Short-term borrowings | $ | 5,573 | |
| Long-term debt, net of current maturities | 439,872 | ||
| Total debt | 445,445 | ||
| Less: cash and cash equivalents | 15,223 | ||
| Total debt, net of cash | $ | 430,222 | |
Forward-Looking Statements
The foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements often contain words such as “outlook,” “target,” “aim,” “believes,” “expects,” “anticipates,” “intends,” “assumes,” “estimates,” “evaluates,” “may,” “will,” “should,” “could,” “opinions,” “forecasts,” “projects,” “plans,” “future,” “forward,” “potential,” “probable,” and similar expressions. The absence of these words or similar expressions, however, does not mean that a statement is not forward-looking. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: completion of the proposed transaction is subject to various risks and uncertainties related to, among other things, its terms, timing, structure, benefits, costs and completion; required approvals to complete the proposed transaction by our shareholders and the receipt of certain regulatory approvals, to the extent required, and the timing and conditions for such approvals; the stock price of Radius Recycling, Inc. prior to the consummation of the proposed transaction; the satisfaction of the closing conditions to the proposed transaction; potential environmental cleanup costs related to the Portland Harbor Superfund site or other locations; the impact of equipment upgrades, equipment failures, and facility damage on production; failure to realize or delays in realizing expected benefits from capital and other projects, including investments in processing and manufacturing technology improvements and information technology systems; the cyclicality and impact of general economic conditions; the impact of inflation and interest rate and foreign currency fluctuations; changing conditions in global markets including the impact of sanctions and tariffs, quotas, and other trade actions and import restrictions; increases in the relative value of the U.S. dollar; economic and geopolitical instability including as a result of military conflict; volatile supply and demand conditions affecting prices and volumes in the markets for raw materials and other inputs we purchase; significant decreases in recycled metal prices; imbalances in supply and demand conditions in the global steel industry; difficulties associated with acquisitions and integration of acquired businesses; supply chain disruptions; reliance on third-party shipping companies, including with respect to freight rates and the availability of transportation; restrictions on our business and financial covenants under the agreement governing our bank credit facilities; potential limitations on our ability to access capital resources and existing credit facilities; the impact of impairment of goodwill and assets other than goodwill; the impact of pandemics, epidemics, or other public health emergencies; inability to achieve or sustain the benefits from productivity, cost savings, and restructuring initiatives; inability to renew facility leases; customer fulfillment of their contractual obligations; the impact of consolidation in the steel industry; product liability claims; the impact of legal proceedings and legal compliance; the impact of climate change; the impact of not realizing deferred tax assets; the impact of tax increases and changes in tax rules; the impact of one or more cybersecurity incidents; the impact of increasing attention to environmental, social, and governance matters; translation risks associated with fluctuation in foreign exchange rates; the impact of hedging transactions; inability to obtain or renew business licenses and permits; environmental compliance costs and potential environmental liabilities; increased environmental regulations and enforcement; compliance with climate change and greenhouse gas emission laws and regulations; the impact of labor shortages or increased labor costs; reliance on employees subject to collective bargaining agreements; and the impact of the underfunded status of multiemployer plans in which we participate; and other risks set forth under the heading “Risk Factors,” of our Annual Report on Form 10-K for the year ended August 31, 2024 and in our subsequent filings with the Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. Furthermore, such forward-looking statements speak only as of the date of this report. Our actual results could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.
Additional Information and Where to Find it
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed acquisition of Radius Recycling, Inc. by Toyota Tsusho America, Inc., a wholly owned subsidiary of Toyota Tsusho Corporation. In connection with this proposed acquisition, Radius Recycling, Inc. plans to file one or more proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement or other document that Radius Recycling, Inc. may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF RADIUS RECYCLING, INC. ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to shareholders of Radius Recycling, Inc. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Radius Recycling, Inc. through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Radius Recycling, Inc. will be available free of charge on Radius Recycling, Inc.’s internet website at www.radiusrecycling.com or upon written request to: Investor Relations, Radius Recycling, Inc., 222 SW Columbia Street, Suite 1150, Portland, Oregon 97201 or by telephone at (503) 323-2811.
Participants in Solicitation
Radius Recycling, Inc., its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Radius Recycling, Inc. is set forth in its proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on December 16, 2024.
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.
Radius Recycling, Inc.
222 SW Columbia Street
Suite 1150
Portland, Oregon 97201
Tel. (503) 323-2811
www.radiusrecycling.com
Radius Contact:
Public Affairs & Communications:
Eric Potashner
(415) 624-9885
epotashner@rdus.com
Investor Relations:
Michael Bennett
(503) 323-2811
mcbennett@rdus.com
Company Info:
www.radiusrecycling.com
ir@rdus.com
TTC Contact:
Corporate Communications Department
https://www.toyota-tsusho.com/english/
ttc_mr@pp.toyota-tsusho.com
FAQ
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