Worthington Acquires MISA Assets in Metal Framing Joint Venture Deal
Marubeni-Itochu Steel America Inc. (MISA) and Worthington Industries Inc. have reached an agreement to combine ClarkWestern Building Systems and Dietrich Metal Framing in a newly formed joint venture. In the transaction, MISA will acquire a 75 percent interest in the joint venture, while Worthington will acquire 25 percent.
As part of the exchange, Worthington will also acquire the assets of the non-automotive service center business of MISA Metals Inc. (MMI), consisting of three steel processing facilities in Ohio and Tennessee. Both parties anticipate the deal will be signed by the end of the month.
“We are making two businesses stronger by combining them in a joint venture,” says John McConnell, chairman and CEO of Worthington Industries. “The economic downturn has been particularly difficult for the construction industry. By creating the joint venture, we best position them to be profitable now and for success when the market begins to recover.”
“The joint venture will provide our customers access to a broad product line, high-performing equipment and excellent customer service,” adds Bill Courtney, president of ClarkWestern Building Systems. “Our combined technical expertise has the potential to benefit our customers through improved efficiency, innovative products and strong leadership. We are excited about the opportunities we can offer by having a broad distribution capability supported by our well-respected workforces.”
The exchange of assets is being structured as a cashless transaction with the exception of working capital adjustments and other transition payments. The metal framing joint venture will be led by the ClarkWestern Building Systems' leadership team and will combine the best of Dietrich and ClarkWestern Building Systems. Consolidation decisions will focus on maximizing geographic coverage and customer service while achieving low cost production, say company executives.
The joint venture plans to operate 13 manufacturing facilities across the country, providing the industry’s broadest line of metal framing studs and accessories. Seven of Dietrich’s 13 facilities will be retained by Worthington and permanently closed following a brief transition period. One ClarkWestern Building Systems facility will also be closed.
The Dietrich facilities to be closed include: Colton and Stockton, Calif.; Denver, Colo.; Hammond, Ind.; Baltimore, Md.; Boonton, N.J.; and Hutchins, Texas. Dietrich facilities that will remain open include: McDonough, Ga.; Kapolei, Hawaii; Lenexa, Kan.; two Warren, Ohio, facilities; and Baytown, Texas.
The MMI acquisition will provide Worthington Steel with new equipment and process tons as well as a Tennessee location to serve the important southern region. Worthington anticipates closing the majority of the Middletown, Ohio, and the Lawrenceburg, Tenn., facilities and moving selected equipment to existing facilities. MMI’s Vonore, Tenn., location will become a Worthington Steel location.
MISA operates a network of metal processing and manufacturing facilities and sales and service offices strategically located in the United States, Canada and Mexico. Worthington Industries is a value-added steel processor and diversified metals manufacturing company. ClarkWestern Building Systems is one of the largest and fastest growing manufacturers of light- gauge steel framing in the United States. Dietrich Metal Framing, a Worthington Industries company, is a leading manufacturer of light-gauge framing and finishing products, systems and services for commercial and residential construction.