RADIUS RECYCLING to be Acquired by U.S. Subsidiary of TOYOTA TSUSHO CORPORATION (TTC), Accelerating Investment in Future Growth

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 $30.00 per share in cash, representing an approximate 115% premium to Radius’ closing share price on March 12, 2025, and an approximate 102% premium over the 90-day volume-weighted average share price (VWAP). Upon completion of the transaction, Radius will continue to operate from its current headquarters in Portland, Oregon with its teams, operating facilities, strategy, and brands retained.

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 $65 billion in global revenue and 70,000 employees worldwide. Like Radius, TTC is a proven leader in metals and automotive recycling and has a successful track record of acquisitions with meaningful investments in the growth and employees of those companies. This transaction will provide Radius with the opportunity to benefit from TTC’s financial strength, recycling technology, and experience in providing recycling services to the automotive sector.

“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 approximate 115% premium to Radius’ closing share price on March 12, 2025, and an approximate 102% 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

Data provided by Thomson Reuters