Marubeni-Itochu Steel America Inc. and Worthington Industries Inc. announced that they have reached an agreement in principle to combine ClarkWestern Building Systems and Dietrich Metal Framing in a newly-formed joint venture. In the transaction, MISA will acquire a 75 percent interest of the joint venture, and Worthington will acquire a 25 percent interest. As part of the exchange, Worthington will also acquire the assets of the non-automotive service center business of MISA Metals, Inc. (MMI) consisting of 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. 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. “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.