Analyst Summary
- Radius Recycling, Inc. will be acquired by Toyota Tsusho America, Inc. through a merger with TAI Merger Corporation, a wholly-owned subsidiary of Toyota Tsusho America.
- Radius Recycling shareholders will receive $30.00 per share in cash.
- The Board of Directors of Radius Recycling has approved the Merger Agreement and recommends that shareholders vote in favor of the Merger.
- The Merger Agreement includes customary representations, warranties, and covenants from both Radius Recycling and Toyota Tsusho America.
- Radius Recycling is subject to a termination fee of $27,200,000 under certain circumstances.
- The Merger is subject to customary closing conditions, including shareholder approval, regulatory approvals, and the absence of legal impediments.
- Toyota Tsusho Corporation has provided a Guaranty to Radius Recycling, ensuring the payment and performance obligations of Parent and Merger Sub under the Merger Agreement.
- The transaction is expected to close by December 15, 2025, with potential extensions to March 13, 2026, or June 15, 2026, if regulatory approvals are pending.
Potential Implications
Stock Price
- The acquisition agreement at $30.00 per share will likely set a ceiling on the stock price in the short term, as investors will likely not pay significantly more than the agreed-upon acquisition price.
- The stock price may trade slightly below $30.00 to account for the time value of money and the risk that the deal does not close.