As part of the exchange, Worthington will also acquire the assets of the non-automotive service center business of MISA Metals, Inc. (MMI) comprising three steel processing facilities located 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,” said John McConnell, Chairman and CEO of Worthington Industries. “The economic downturn has been particularly difficult for the construction industry and by creating the joint venture, we best position them to be profitable now, and for success when the market begins to recover.” McConnell added, “We are also pleased that a large number of our current employees will have an opportunity to work for the joint venture.”

“The joint venture will provide our customers access to a broad product line, high-performing equipment and excellent customer service,” said Bill Courtney, President of ClarkWestern Building Systems Inc. “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 combined well-respected workforce.”

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, which will be led by the ClarkWestern Building Systems' leadership team, will target maximizing geographic coverage and customer service while achieving low cost production. The joint venture anticipates operating 13 manufacturing facilities across the country, with seven of Dietrich’s 13 facilities to be retained by Worthington and permanently closed following a brief transition period. One ClarkWestern Building Systems facility will also be closed.

The Dietrich facilities anticipated 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 Lawrenceburg, Tenn., facilities and moving selected equipment to existing facilities. MMI’s Vonore, Tenn., location will become a Worthington Steel location.

Marubeni-Itochu Steel America Inc. (MISA) is a fully integrated network of metal processing and manufacturing facilities and sales and service offices strategically located in the United States, Canada and Mexico. Founded in 2001, the company is an industry leader in all aspects of supply chain management and processed metals for the automotive, construction and other major industries.

MISA is a wholly owned subsidiary of Marubeni-Itochu Steel Inc. and is the subsidiary responsible for international trade, processing and manufacturing operations in the Americas. Marubeni-Itochu Steel Inc. is a global leader in metal trading, processing and manufacturing with revenue of $15.1 billion in fiscal year 2009. Marubeni-Itochu Steel Inc. employs approximately 7800 people and operates 45 offices in 23 countries worldwide.

Worthington Industries is a leading diversified metals manufacturing company with 2010 fiscal year sales of approximately $1.9 billion. The Columbus, Ohio, based company employs approximately 6500 people and operates 67 facilities in 11 countries.