Gibraltar Industries, Inc. has signed a definitive agreement to acquire Alabama Metal Industries Corp. (AMICO) for approximately $240 million from CGW Southeast Partners and other investors. AMICO was represented in the transaction by Houlihan Lokey Howard & Zukin.

Founded in 1939, AMICO is a U.S. and Canadian market leader in the manufacture of metal bar grating, expanded metal, and metal lath. It also has leading positions in the production of perforated metal, fiberglass grating, safety/plank grating, and vinyl bead accessories. AMICO's products and systems are used for a wide range of industrial applications and for residential, multi-family, commercial, and high-rise construction applications.

AMICO operates 19 manufacturing and distribution facilities in 12 states and Canada, serves approximately 7,000 customers in the United States and nearly 1,000 customers in Canada, and has approximately 900 employees. In 2004, AMICO had sales of approximately $285 million. Following completion of the acquisition, AMICO will operate as a wholly owned subsidiary of Gibraltar within its Building Products segment, and AMICO's current senior management team will continue to run day-to-day operations.

"The AMICO acquisition significantly broadens our product lines, further diversifies our customer base and business mix, and its higher-value products enhance our ability to improve the operational performance of our company. The steel-based manufacturing technologies of AMICO are directly linked to our core manufacturing competencies, providing significant confidence in our ability to integrate and manage AMICO. We expect this transaction will be immediately accretive to earnings, before any synergies," said Brian J. Lipke, Gibraltar's Chairman and Chief Executive Officer.

"Because AMICO is an established leader in a number of discrete markets, the company is well positioned for continued growth. After we complete this acquisition, Gibraltar's annualized sales will be approximately $1.4 billion and we will have 93 facilities in 29 states, three Canadian provinces, and Mexico. Our Building Products segment will have annualized sales in excess of $800 million, nearly 60 facilities across North America, and relationships with the leading customers in every distribution channel, giving us numerous opportunities to find synergies between AMICO and our existing building products companies," said Mr. Lipke.

"The AMICO acquisition, our largest thus far, illustrates that we are capable of undertaking larger transactions, within our historic valuation parameters, positioning the company for future growth," said Mr. Lipke.

Gibraltar plans to finance the acquisition initially through the use of its existing credit facility and additional credit commitments it has arranged. Gibraltar intends to refinance these borrowings with funds raised through debt offerings in the capital markets, as market conditions permit.

Completion of the transaction is subject to customary regulatory approval. The transaction is expected to be completed early in the fourth quarter of 2005. Harris Nesbitt Corp. provided a fairness opinion to Gibraltar in connection with the transaction.

Gibraltar Industries is a leading manufacturer, processor, and distributor of metals and other engineered materials for the building products, vehicular, and other industrial markets. The Company serves a large number of customers in a variety of industries in all 50 states, Canada, Mexico, Europe, Asia, and Central and South America. It has approximately 3,500 employees and operates 74 facilities in 26 states, Canada, and Mexico.

CGW Southeast Partners is a private equity investment firm based in Atlanta, Ga.