Reliance Steel & Aluminium to acquire Metals USA Holdings Corp

Reliance Steel & Aluminum Co. and Metals USA Holdings Corp. today announced a definitive merger agreement whereby Reliance Steel & Aluminum Co. will acquire all outstanding shares of Metals USA Holdings Corp. for $20.65 per share in cash, representing an enterprise value of approximately $1.2 billion. The transaction is expected to close in the second quarter of 2013. Metals USA's assets at December 31, 2012 and sales for the year then ended were approximately $1.0 billion and $2.0 billion, respectively. Upon completion of the acquisition, Reliance will have total assets of over $6.5 billion and annual sales of over $10.0 billion.

The transaction has been unanimously approved by the respective Boards of Directors of Reliance and Metals USA. The transaction is subject to approval by Metals USA stockholders, along with the receipt of regulatory clearances and the satisfaction of other customary closing conditions, and includes a 30-day "go-shop" period. David H. Hannah, Chairman and Chief Executive Officer of Reliance, will continue as Chairman and Chief Executive Officer of the combined company. Lourenco Goncalves, Chairman, President and Chief Executive Officer of Metals USA will retire upon closing of the transaction.

Mr. Hannah commented, "We are very excited about Metals USA becoming an important part of the Reliance family of companies. This is our largest acquisition to date and will add a total of 48 service centers strategically located throughout the United States to our existing operations. Metals USA is an excellent fit and nicely complement Reliance's existing customer base, product mix and geographic footprint."

"I am extremely proud of the company we have built," said Mr. Goncalves. "Metals USA's strong position in the metals service center industry will strategically enhance Reliance's current business, and I am confident that together, our companies will continue to excel. We believe this transaction creates significant value and is in the best interest of our stockholders."

Reliance plans to operate Metals USA under its current brand names. This will enable Reliance to retain Metals USA's brand equity while allowing the combined organization to capitalize on the resources, capabilities and leading practices of each entity, benefiting all stakeholders.

Reliance expects to fund the transaction and refinance Metals USA's existing indebtedness from Reliance's existing $1.5 billion credit facility, together with funds from accessing the bank credit markets, as well as the debt capital markets. This expected financing will also provide additional liquidity to allow Reliance to support and continue to grow its operations.

The merger agreement permits Metals USA to solicit alternative acquisition proposals from third parties through March 8, 2013, and Metals USA intends to do so with the assistance of its financial and legal advisors. If the merger agreement is terminated under certain circumstances relating to an alternative transaction, Reliance will be entitled to receive a termination fee from Metals USA.