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Worthington Industries Announces Tender Offer For Outstanding 6.70% Notes Due December 1, 2009
Monday, June 01, 2009 8:38 AM


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 Any tendered Notes may be withdrawn prior to, but not after, the Expiration Time and withdrawn Notes may be re-tendered by a holder at any time prior to the Expiration Time.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.



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