Ryerson Tull, Inc. has signed a definitive agreement to purchase Integris Metals, Inc., a joint venture between Alcoa Inc. and BHP Billiton.

Ryerson Tull will purchase all of the equity interest in Integris for $410 million plus assumption of Integris' debt, which was approximately $250 million as of October 1, 2004. The transaction is expected to be completed by early 2005, subject to customary closing conditions and regulatory approval.

Ryerson Tull plans to finance the acquisition with cash on hand and borrowing under new secured credit facilities. Ryerson Tull intends to refinance a portion of these borrowings with funds raised through debt and/or equity offerings in the capital markets, as market conditions permit.

The agreement provides for a breakup fee of up to $20 million to be paid by Ryerson Tull if the transaction is not finalized by the end of January 2005. Ryerson Tull's preliminary estimate of goodwill associated with the acquisition is approximately $100 million.

"This combination represents a unique opportunity to create an organization with superior operating efficiency and unrivaled service benefits to customers," said Neil S. Novich, Chairman, President, and CEO of Ryerson Tull. "Together, we will offer specialized product expertise in stainless steel, carbon steel, and aluminum, with the ability to service customers across the United States, Canada, and Mexico, plus a substantial processing capability in India."

Ryerson Tull expects the acquisition to be immediately accretive. Additionally, the company plans to capture efficiencies from the combination and generate annualized cost savings of at least $30 million, within the next 18 to 24 months. The transaction enables Alcoa and BHP Billiton to exit from a non-strategic business.

Ryerson Tull, Inc. is a leading North American distributor and processor of metals, with 2003 revenues of $2.2 billion. The company services customers through a network of service centers across the United States and in Canada, Mexico, and India.