Toyota Tsusho America, Inc. entered into a definitive merger agreement to acquire Radius Recycling, Inc. (NasdaqGS:RDUS) from BlackRock, Inc. (NYSE:BLK), Ameriprise Financial, Inc. (NYSE:AMP), Dimensional Fund Advisors LP, The Vanguard Group, Inc. and others for approximately $910 million on March 13, 2025. TAI will acquire all shares of Radius for $30.00 per share in cash, representing an approximate 115% premium to Radius? closing share price on March 12, 2025, and an approximate 102% premium over the 90-day volume-weighted average share price (VWAP). The implied total enterprise value of the transaction, including net debt, is approximately $1.34 billion. Upon completion of the transaction, Radius will continue to operate from its current headquarters in Portland, Oregon with its teams, operating facilities, strategy, and brands retained. Radius will cease to be a standalone public company, and shares will no longer be listed or traded on any stock exchange. The required funds for the Transaction will be secured from Toyota Tsusho?s cash on hand and external financing. Radius will be required to pay Toyota a termination fee of $27,200,000.

The transaction is expected to close in the Q3 2025, subject to approval by Radius? shareholders, regulatory approvals, and other customary closing conditions. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 was granted on May 12, 2025. The transaction has been approved by the board of directors of Radius Recycling and Toyota. On June 5, 2025, Radius Recycling shareholders approved the transaction. As of June 5, 2025, the transaction is expected to close during the second half of calendar year 2025. On July 3, 2025, Radius and Parent received written notice from CFIUS that CFIUS Approval (as defined in the Merger Agreement) has been obtained. All required regulatory approvals to complete the Merger have now been received. The closing of the Merger is expected to occur on July 10, 2025, subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the Merger Agreement.

Steven B. Stokdyk of Latham & Watkins LLP acted as legal advisor to Goldman Sachs & Co. LLC in its role as lead financial advisor and fairness opinion, J.P. Morgan Securities LLC is serving as co-advisor, and Eric Swedenburg, Jakob Rendtorff, Kevin Tsai, Karen Hsu Kelly, Larry Moss, Jamin Koslowe, Lori Lesser, Eli Isak, Russell Light, Drew Kofsky, Krista McManus, Dennis Loiacono, Toby Chun, Deepa Sarkar, Karen Kazmerzak, Mick Tuesley, Abram Ellis and Stephen Blake of Simpson Thacher & Bartlett LLP is serving as legal counsels to Radius. Mizuho Securities Co., Ltd. is acting as financial advisor and Nels Hansen, Jun Usami, Shino Asayama, Sasha Belinkie, David J. Pezza, Heather Greenfield, David Albagli, Lorraine Yip, Takako Onoki, Laura Mulry and Samantha Rozell of White & Case LLP is serving as legal counsels to TTC. Innisfree M&A Incorporated has been retained by Radius to assist with the solicitation of proxies. Innisfree M&A Incorporated will be paid approximately $20,000, plus a contingent success fee of $20,000. Radius has agreed to pay Goldman Sachs a transaction fee of approximately $26.8 million. Donovan Plomp,Selina Lee-Andersen,Jeremy Ho,Kimberly J. Howard,Patrick Beechinor,Fred Purkey,Martha Harrison,Kelleher Lynch,Jade Buchanan,Kevan Hanowski and Claire Sung of McCarthy Tétrault LLP acted as legal advisor to Radius.

Toyota Tsusho America, Inc completed the acquisition of Radius Recycling, Inc. (NasdaqGS:RDUS) from BlackRock, Inc. (NYSE:BLK), Ameriprise Financial, Inc. (NYSE:AMP), Dimensional Fund Advisors LP, The Vanguard Group, Inc. and others on July 10, 2025.