Worthington Industries, Inc. (NYSE: WOR) today announced that it has
commenced a cash tender offer (“Tender Offer”) for any and all of the
$138.0 million outstanding principal amount of its 6.70% Notes due
December 1, 2009 (“Notes”). The consideration payable for the Notes will
be $1,025 per $1,000 principal amount of Notes, plus accrued and unpaid
interest to, but not including, the payment date for the Notes purchased
in the Tender Offer, which will be the fourth business day following the
Expiration Time (as defined below). Additional terms and conditions of
the Tender Offer are set forth in the Offer to Purchase dated June 1,
2009 (“Offer to Purchase”) and the related Letter of Transmittal
(“Letter of Transmittal”).
The Tender Offer will expire at 5:00 p.m. EDT, on Monday, June 8, 2009,
unless extended or earlier terminated by the Company (“Expiration
Time”). Under certain circumstances described in the Offer to Purchase,
the Company may terminate the Tender Offer before the Expiration Time.
Any tendered Notes may be withdrawn prior to, but not after, the
Expiration Time and withdrawn Notes may be re-tendered by a holder at
any time prior to the Expiration Time. Any Notes purchased pursuant to
the Tender Offer are expected to be retired and canceled. The Tender
Offer will be funded by a combination of cash on hand and borrowings
under existing credit facilities.
The complete terms and conditions of the Tender Offer are set forth in
the Offer to Purchase and Letter of Transmittal that are being sent to
holders of the Notes. Holders are urged to read the Tender Offer
documents carefully before making any decision with respect to the
Tender Offer. Copies of the Offer to Purchase and Letter of Transmittal
may be obtained from D.F. King & Co., Inc., the Information Agent for
the Tender Offer, at (800) 290-6426 (toll-free) or (212) 269-5550
(collect). Questions regarding the Tender Offer may be directed to
Wachovia Securities, the Dealer Manager for the Tender Offer, at (866)
309-6316 (toll-free) or (704) 715-8341 (collect). This news release is
neither an offer to purchase nor a solicitation to buy any of these
Notes nor is it a solicitation for acceptance of the Tender Offer. The
Company is making the Tender Offer only by, and pursuant to the terms
of, the Offer to Purchase and the related Letter of Transmittal. The
Tender Offer is not being made in any jurisdiction in which the making
or acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.