Jan. 19, 2006 — Reliance Steel & Aluminum Co. and Earle M. Jorgensen Co. jointly announced that they have entered into a definitive merger agreement.

Under terms of the agreement, Reliance will acquire EMJ for $13.00 per share in cash and stock, subject to a collar. The transaction is valued at approximately $934 million, including the assumption of EMJ's net debt.

At closing, based on the 20-day average closing price for Reliance stock ended January 12, 2006, Reliance would issue approximately 5.2 million shares of Reliance common stock valued at approximately $327 million as of January 12, 2006. The cash portion of approximately $384 million, which includes the cash out of certain EMJ options and estimated transaction costs, will be financed under Reliance's $600 million syndicated credit facility. Reliance will also assume approximately $291 million of EMJ's existing long-term debt, adjusted by any payments or borrowings made by EMJ prior to the closing of the acquisition.

The merger consideration represents an approximate 25% premium to EMJ's share price as of January 17, 2006. Taking the effect of the acquisition into account, Reliance's proforma net debt-to-total capital ratio as of January 1, 2006 and assuming that the transaction had closed on that date, would have been approximately 44%.

David H. Hannah, CEO of Reliance, said, "We are very excited about EMJ becoming a member of our Reliance family. This will be our largest acquisition to date and our first acquisition of a public company. This transaction will add a total of 39 facilities in the United States and Canada to our existing network. We will significantly increase our geographic, product and customer diversification by combining with an industry peer that complements our reputation for excellence and our corporate culture. EMJ has an outstanding management group and they will continue to run the business as they have in the past. We believe that together, Reliance and EMJ will be well positioned to continue to outperform our competitors going forward."

Reliance says the transaction will be immediately accretive to Reliance, and is expected to be completed in the second quarter of 2006. Upon completion of the acquisition, Reliance will have total assets of approximately $3 billion and annual revenues of more than $5 billion.

The Boards of Directors of both companies unanimously approved Reliance's acquisition of EMJ, which is subject to the approval of EMJ's stockholders, customary regulatory and third party approvals and the registration of the shares of Reliance common stock being issued as stock consideration on a Registration Statement on Form S-4. Both companies expect a smooth transition following the closing. UBS acted as a financial advisor to Reliance, and Credit Suisse as a financial advisor to EMJ.

Headquartered in Lynwood, Calif., EMJ is one of the largest distributors of metal products in North America. Through its 39 service and processing centers, EMJ inventories more than 25,000 different bar, tubing, plate, and various other metal products, specializing in cold finished carbon and alloy bars, mechanical tubing, stainless bars and shapes, aluminum bars, shapes and tubes, and hot-rolled carbon and alloy bars.

Headquartered in Los Angeles, Calif., Reliance is one of the largest metals service center companies in the United States. Through a network of more than 100 locations in 31 states and Belgium and South Korea, Reliance provides value-added metals processing services and distributes a full line of over 90,000 metal products. These products include galvanized, hot-rolled and cold-finished steel; stainless steel; aluminum; brass; copper; titanium and alloy steel sold to more than 95,000 customers in various industries.