M&A - RADIUS RECYCLING, INC.

Form Type: PREM14A

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000114036125013575

Filing Summary: Radius Recycling, Inc. is calling a special meeting of shareholders, to be held virtually on an unspecified date in 2025, to vote on a proposal concerning the merger between Radius Recycling, Inc. and Toyota Tsusho America, Inc. (TAI), along with TAI Merger Corporation, a wholly owned subsidiary of TAI. The merger aims to merge Merger Sub with and into Radius, ceasing the separate corporate existence of Merger Sub while Radius continues as a wholly owned subsidiary of TAI. Shareholders will vote to approve the Agreement and Plan of Merger dated March 13, 2025. Each share of Radius common stock will be compensated at $30.00 in cash upon merger completion, representing a substantial premium over prior closing prices. The board has unanimously approved the merger, emphasizing its beneficial impacts, and recommends shareholders vote in favor of this and other merger-related proposals, including advisory compensation for executives and potential adjournment of the meeting for vote soliciting. Dissenters' rights are specified for Class B common stockholders. The document emphasizes the importance of shareholder voting amid high stakes whether attending the virtual meeting or submitting proxies.

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Form Type: DFAN14A

Filing Date: 2025-03-21

Corporate Action: Acquisition

Type: New

Accession Number: 000101376225001059

Filing Summary: Toyota Tsusho Corporation is proposing to acquire Radius Recycling, Inc. due to its significant presence in the scrap and end-of-life vehicle markets. The acquisition aims to stabilize and enhance Radius' profitability amidst challenging market conditions and declining performance linked to scrap prices. The Q&A session reveals concerns about Radius’ financial health, including impairment losses and market volatility affecting projections for earnings. Toyota Tsusho's strategy focuses on improving Radius's business model by incorporating long-term perspectives to mitigate market fluctuations. The acquisition is seen as a means to leverage synergies in operations, given Radius' 50 collection facilities across the U.S. and its complementary position in the automotive recycling sector. Future prospects include stable demand for recycled materials, market positioning within the electric furnace sector, and planned enhancements in sorting technologies to increase profits. The document highlights the potential future timelines for advancements post-acquisition, reflecting Toyota Tsusho's commitment to a circular economy.

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Form Type: DFAN14A

Filing Date: 2025-03-21

Corporate Action: Acquisition

Type: New

Accession Number: 000101376225001061

Filing Summary: Toyota Tsusho Corporation announced the acquisition of all shares of Radius Recycling, Inc. for an acquisition value of 907 million USD. This acquisition will make Radius a wholly owned subsidiary of Toyota Tsusho America Inc. The merger agreement was signed on March 13, 2025 (U.S. Pacific time), with a shareholders meeting of Radius expected to take place in the second quarter of 2025. The merger will be completed in the third quarter of 2025. The acquisition price reflects a 115% premium over the closing price of Radius’s shares as of March 12, 2025, and a 102% premium over the 90-day volume-weighted average trading price. Radius, established in 1906, specializes in auto dismantling and metals recycling predominantly in the U.S. Despite facing deficits in the fiscal years ending August 31, 2023, and 2024, prospects for recovery and growth in demand for scrap are anticipated, supporting a potential turnaround in business performance following the merger.

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Form Type: 8-K

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925024004

Filing Summary: On March 13, 2025, Radius Recycling, Inc. entered into a Merger Agreement with Toyota Tsusho America, Inc. and TAI Merger Corporation. Under this agreement, TAI Merger Corporation will merge with Radius, with Radius continuing as a wholly owned subsidiary of Toyota Tsusho America. The shareholders of Radius will receive $30.00 in cash for each share of common stock they hold at the effective time of the merger. The agreement includes provisions for automatic vesting and conversion of outstanding stock awards to cash equivalents. Radius's Board of Directors has approved the merger, which is subject to customary conditions including shareholder approval and regulatory approvals. The agreement also contains termination rights and a fee of $27,200,000 payable by Radius if terminated under specific conditions. The documents will be filed with the SEC and available at Radius's website.

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Form Type: DEFA14A

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925023567

Filing Summary: Radius Recycling, Inc. has announced an agreement to be acquired by Toyota Tsusho Corporation’s U.S. subsidiary. The transaction is expected to close in the second half of 2025, contingent on shareholder approval and regulatory approvals. The acquisition aims to bolster Radius’s ability to invest in its operations and growth while retaining its existing workforce and maintaining operational practices. The agreement upholds all collective bargaining agreements and compensation for Radius employees. Radius will continue operating independently until the deal finalizes, emphasizing its commitment to its employees and community. Forward-looking statements in the document highlight potential risks and factors that could impact the completion of the acquisition, including shareholder and regulatory approvals.

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Form Type: DEFA14A

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925023568

Filing Summary: On March 13, 2025, Radius Recycling, Inc. announced a proposed acquisition by Toyota Tsusho America, Inc., a wholly owned subsidiary of Toyota Tsusho Corporation. This communication is part of the proxy solicitation process and contains forward-looking statements regarding the potential transaction. The actual completion of the proposed acquisition is subject to various risks and uncertainties including regulatory approvals, shareholder approvals, and other conditions. Radius Recycling advises investors and security holders to read any upcoming proxy statements and other related documents carefully as they will contain important information related to the acquisition. Participants in the solicitation process, including directors and executives of Radius Recycling, may have interests that will be disclosed in the proxy statement.

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Form Type: DEFA14A

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925024005

Filing Summary: On March 13, 2025, Radius Recycling, Inc. entered into a Merger Agreement with Toyota Tsusho America, Inc. and TAI Merger Corporation, wherein Merger Sub will merge with Radius, continuing as the surviving corporation under Parent. Each outstanding share of Radius Common Stock will be converted into the right to receive $30.00 in cash at the effective time of the merger. Additionally, all outstanding RSU, PSU, and DSU Awards will be converted to cash based on the merger consideration. The Board of Directors has approved this agreement and will hold a meeting for stockholders to vote on the merger. The agreement includes covenants and conditions for both parties, transaction fees, customary representations, and warranties. The merger is dependent on regulatory approvals and is expected to close by December 15, 2025, with possible extensions if certain conditions are not met by that date.

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Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023524

Filing Summary: On March 13, 2025, Radius Recycling, Inc. announced the execution of an Agreement and Plan of Merger with Toyota Tsusho America, Inc. and TAI Merger Corporation. The merger agreement allows for TAI Merger Corporation to merge with and into Radius, resulting in Radius continuing as the surviving corporation, becoming a wholly owned subsidiary of Toyota Tsusho America. This document indicates that a thorough report regarding the merger will be filed separately in a subsequent Form 8-K. Additional details related to proxy statements and required approvals for shareholders are addressed.

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Form Type: DEFA14A

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023525

Filing Summary: On March 13, 2025, Radius Recycling, Inc. announced a merger agreement with a U.S. subsidiary of Toyota Tsusho Corporation (TTC) to acquire all shares of Radius for $30.00 per share in cash. The acquisition aims to leverage TTC's resources and relationships to enhance Radius' operations in recycling. Post-transaction, Radius will maintain its operations, teams, and strategies intact. The merger will be discussed in a virtual Town Hall on March 18, 2025. TTC is a significant player in the recycling sector, providing opportunities for growth and investment in Radius' infrastructure and operations. The merger is subject to shareholder approval and regulatory conditions, expected to close in the latter half of 2025. Until that time, both companies will remain independent, and operations will proceed as usual.

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Form Type: DEFA14A

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925023527

Filing Summary: On March 13, 2025, Radius Recycling, Inc. announced an agreement to be acquired by a U.S. subsidiary of Toyota Tsusho Corporation (TTC) in an all-cash transaction. This acquisition aims to accelerate Radius' growth strategies and enhance its resilience. Post-completion, Radius will retain its operating structure, including teams, facilities, and strategy. TTC, associated with the Toyota Group, brings significant resources and expertise in metals and automotive recycling, promising increased investments and operational improvements. Radius expects to receive $30.00 per share in cash, equating to a 115% premium on its closing share price before the announcement. The transaction is subject to shareholder and regulatory approvals, with an anticipated closing in the second half of 2025, while Radius continues to operate independently until then.

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Form Type: DEFA14A

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925023528

Filing Summary: Radius Recycling, Inc. has entered into an agreement to be acquired by a U.S. subsidiary of Toyota Tsusho Corporation in an all-cash transaction, with a purchase price of $30.00 per share. The company will continue to operate under its current structure, retaining its teams, operating facilities, headquarters, strategy, and brand identity post-acquisition. The announcement was communicated to select investors and analysts, indicating a focus on maintaining operational continuity despite the change in ownership. The document cautions that forward-looking statements regarding the transaction carry risks and uncertainties that could significantly affect future performance. It also underscores that this communication does not constitute an offer to buy or sell securities or solicit approvals and emphasizes the importance for investors to read forthcoming proxy statements and other relevant documents related to the proposed acquisition carefully.

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Form Type: DEFA14A

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023530

Filing Summary: On March 13, 2025, Radius Recycling, Inc. announced the execution of a definitive merger agreement with Toyota Tsusho America, Inc., a U.S. subsidiary of Toyota Tsusho Corporation. Under the terms of the agreement, TAI will acquire all shares of Radius for $30.00 per share in cash, representing a significant premium to the market price of Radius shares. The merger aims to enhance Radius's growth strategies by capitalizing on TTC's financial strength and recycling technologies while continuing to operate under its existing management and headquarters. The transaction is expected to close in the second half of calendar year 2025, subject to shareholder and regulatory approvals. This acquisition is positioned to foster advancements in the recycling industry and strengthen Radius's market presence.

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Form Type: DEFA14A

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925023531

Filing Summary: Radius Recycling, Inc. announced an agreement to be acquired by Toyota Tsusho Corporation's U.S. subsidiary. This acquisition aims to accelerate Radius' efforts in promoting a circular economy by enhancing its metals recycling capabilities. Toyota Tsusho Corporation, affiliated with the Toyota Group, is recognized for its commitment to recycling and will invest in Radius' operations, ensuring continuity in service and operations post-acquisition. The deal is expected to close in the second half of 2025, pending shareholder and regulatory approvals, allowing Radius to leverage Toyota Tsusho's resources and technology while maintaining its operational independence and existing customer relationships.

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Form Type: DEFA14A

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925023532

Filing Summary: On March 13, 2025, Radius Recycling, Inc. made an investor presentation regarding its proposed acquisition by Toyota Tsusho America, Inc. This acquisition aims to enhance Radius' financial capacity and technological advancements in recycling, focusing on the circular economy. The transaction is expected to deliver significant cash value to Radius shareholders, with Toyota Tsusho offering $30.00 per share, representing a substantial premium over the share price as of March 12, 2025. Toyota Tsusho will maintain Radius' headquarters in Portland and uphold employment and community commitments. The deal requires shareholder and regulatory approvals and is anticipated to close in the second half of 2025, subject to customary conditions. Radius operates a significant metals recycling business across North America and has robust market presence in auto parts sales and recycling services.

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Form Type: DFAN14A

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025023748

Filing Summary: On March 13, 2025, Toyota Tsusho Corporation announced its agreement to acquire all shares of Radius Recycling, Inc. through its wholly-owned subsidiary, Toyota Tsusho America, Inc. The acquisition is aimed at enhancing Toyota Tsusho's recycling operations and promoting a circular economy. Radius, a leading recycling company in North America, operates over 100 locations and significantly contributes to the recycling of ferrous and non-ferrous metals. The transaction will involve a 'reverse triangular merger' where Toyota Tsusho's subsidiary will merge with Radius. Shareholders will receive US$30 per share, representing a premium to the current market pricing. The deal is valued at approximately US$907 million and is pending shareholder and regulatory approvals. Key strategic reasons include boosting recycled material supply and supporting carbon neutrality initiatives at Toyota Tsusho. The merger agreement is set for March 14, 2025, and is expected to close in Q3 2025, subject to required approvals.

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Form Type: DFAN14A

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025023750

Filing Summary: Radius Recycling, Inc. is set to be acquired by Toyota Tsusho Corporation for a total planned acquisition amount of $907 million, equivalent to $30 per share based on 30.2 million shares. The transaction reflects a 115% premium based on the closing share price as of March 12, and a 102% premium based on the 90-day volume-weighted average trading price as of the same date. The merger agreement signing, along with submission of applications and commencement of filings, is anticipated to take place on March 13, 2025. A shareholder meeting for Radius is planned for the second quarter of 2025, with the expected completion of the merger in the third quarter. The merger will involve Radius merging with a newly established special purpose company (SPC) under Toyota Tsusho America Inc. The successful merger is contingent upon approval by a majority of Radius shareholders, regulatory approvals, and the satisfaction of customary closing conditions. This strategic acquisition aims to enhance corporate value by leveraging Toyota Tsusho’s automotive sector capabilities combined with Radius’s recycling infrastructure, thereby contributing to a closed-loop recycling platform and advancing the Circular Economy.

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