Alcoa to Acquire RTI International Metals, Boosting Value-Add, Multi-Material Aerospace Portfolio

March 9, 2015

Expands Offerings Made of Titanium, Fastest Growing Aerospace Metal; Builds Advanced Manufacturing and Materials Technologies

  • Stock-for-stock transaction with enterprise value of $1.5 billion
  • Grows Alcoa’s advanced technologies for greater innovation power; Broadens multi-material product suite to meet growing aerospace demand for titanium
  • Increases Alcoa’s 2014 pro forma aerospace revenues by 13 percent to $5.6 billion
  • Expected to contribute $1.2 billion in revenues in 2019, up from $794 million generated in 2014; RTI’s profitability expected to reach 25 percent EBITDA margin in 2019, up from 14.5 percent in 2014
  • Strong annual global aerospace market growth of 5 to 6 percent; 9-year production order book for commercial jets

Lightweight, high-performance metals leader Alcoa (NYSE:AA) is
announcing another major milestone in its transformation, further
building its value-add portfolio for profitable growth. The Company has
signed a definitive agreement to acquire RTI International Metals, Inc.
(NYSE:RTI), a global supplier of titanium and specialty metal products
and services for the commercial aerospace, defense, energy and medical
device markets. Alcoa will purchase RTI in a stock-for-stock transaction
with an enterprise value of $1.5 billion.

With RTI, Alcoa will grow its value-add businesses and further
strengthen its aerospace portfolio. RTI will expand Alcoa’s range of
titanium offerings and add advanced technologies and materials,
increasing the Company’s position as a leading industrial innovator.

“Alcoa is accelerating its value-add growth engine by acquiring titanium
leader RTI,” said Klaus Kleinfeld, Alcoa Chairman and Chief Executive
Officer. “We are combining two innovators in materials science and
process technology, shifting Alcoa’s transformation into a higher gear.
RTI expands our aerospace portfolio market reach and positions us to
capture future growth to deliver compelling value for customers,
shareholders and employees.”

“Innovation and scale are critical to winning in both the titanium and
aerospace industries today, which is why this transaction is such a
natural strategic fit for both RTI and Alcoa,” said Dawne Hickton, Vice
Chair, President and Chief Executive Officer of RTI International
Metals. “We are pleased to have an agreement with Alcoa that delivers
immediate value to our shareholders that appropriately reflects the
strength of our business. Through this combination of forces, RTI will
take its innovative technologies to the next level and deliver even more
value-add titanium solutions to meet customer needs. We look forward to
continuing to accelerate RTI’s success as a part of the Alcoa team.”

Under the terms of the agreement, Alcoa will acquire all outstanding
shares of RTI in a stock-for-stock transaction. RTI shareholders will
receive 2.8315 Alcoa shares for each RTI share, representing a value of
$41 per RTI share based on Alcoa’s closing price on March 6, 2015. The
transaction has an enterprise value of $1.5 billion, including $330
million of RTI cash on hand and up to $517 million in RTI’s convertible

Transaction Benefits

The acquisition will offer Alcoa financial benefits with realized net
synergies of about $100 million in 2019, primarily driven by procurement
and productivity improvements, leveraging Alcoa’s global shared services
and driving profitable growth. Alcoa expects RTI to contribute $1.2
billion in revenues in 2019, up from $794 million generated in 2014,
with 65 percent of revenues supported by contracts over the next five
years. RTI is expected to reach profitability of 25 percent EBITDA
margin in 2019, up from 14.5 percent in 2014.

This transaction is expected to enable Alcoa to capitalize on strong
growth in the commercial aerospace sector. Alcoa projects a compounded
annual global aerospace market growth rate of 5 to 6 percent through
2019 and sees a current 9-year production order book for commercial jets
at 2014 delivery rates.

RTI grows Alcoa’s pro forma 2014 annual aerospace revenues by 13
percent, up from $5 billion to $5.6 billion. RTI is expected to increase
Alcoa’s 2014 pro forma aerospace revenues to 37 percent of value-add
sales, up from 35 percent. Alcoa’s aerospace business is the largest
contributor to Alcoa’s value-add businesses.

Eighty percent of RTI’s revenues in 2014 were from the aerospace and
defense industries, with the balance mainly split between other markets
including energy and medical devices, complementing Alcoa’s growth

Strategic Rationale

RTI brings proven midstream and downstream capabilities in titanium, the
world’s fastest-growing aerospace metal. Spending on titanium aerospace
mill products is expected to grow by about five percent annually over
the next five years driven by high-growth, next-generation aircraft
programs. RTI’s titanium operations span midstream processes such as
melting, ingot casting, bloom, billet, plate and sheet production; and
downstream extrusions for aerospace, oil and gas applications, high
speed machining, and production of integrated subassemblies primarily
for aerospace. These capabilities complement Alcoa’s titanium investment
casting and forging capabilities, and will enable a value-creating
closed titanium scrap loop. RTI will increase the percentage of Alcoa’s
non-aluminum downstream revenues to 64 percent of total downstream sales.

RTI will expand Alcoa’s advanced manufacturing and materials
technologies. Its high-velocity machining, forming, extruding and parts
assembly operations will enable Alcoa to produce some of the largest,
most complex aerospace components. Advanced titanium powder metallurgy
and processing technology will enable cost-effective production of near
net shape aerospace components, as well as medical devices and oil and
gas products. RTI will expand Alcoa’s additive manufacturing
capabilities, such as 3-D printing, to produce titanium, specialty
metals and plastic parts for aerospace, medical and energy applications.
RTI also grows Alcoa’s portfolio of cutting-edge materials, including
titanium-aluminides, complementing Alcoa’s industry leadership in
metallics. Titanium-aluminides are increasingly used to manufacture
lightweight, aerodynamic jet engine parts for high-volume,
next-generation jet engines.


The transaction, which has been approved by the Boards of Directors of
both companies, remains subject to customary conditions and receipt of
regulatory approvals and RTI shareholder approval. Alcoa and RTI expect
to obtain all required regulatory clearances and RTI shareholder
approval in order to close the transaction in three to six months.

Greenhill & Co. and Morgan Stanley are acting as financial advisors to
Alcoa, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel.
Barclays is acting as the sole financial advisor to RTI, and Jones Day
is serving as legal counsel.

Conference Call Information

Alcoa will host a conference call at 8:30 AM Eastern Daylight Time on
March 9, 2015 to discuss the transaction. The meeting will be webcast
via Call information and related details are available at under
“Invest.” Presentation materials used during this meeting will be
available for viewing at 7:15 AM EDT at
A replay of the call will be available from 12:30 PM EDT on March 9
until March 23 at 11:59 PM EDT.

Additional resources: Go to
for more information, photos and b-roll.

About Alcoa

A global leader in lightweight metals technology, engineering and
manufacturing, Alcoa innovates multi-material solutions that advance our
world. Our technologies enhance transportation, from automotive and
commercial transport to air and space travel, and improve industrial and
consumer electronics products. We enable smart buildings, sustainable
food and beverage packaging, high-performance defense vehicles across
air, land and sea, deeper oil and gas drilling and more efficient power
generation. We pioneered the aluminum industry over 125 years ago, and
today, our approximately 59,000 people in 30 countries deliver value-add
products made of titanium, nickel and aluminum, and produce
best-in-class bauxite, alumina and primary aluminum products. For more
information, visit,
follow @Alcoa on Twitter at and
follow us on Facebook at

About RTI International Metals

RTI International Metals, Inc. is a leading vertically integrated global
supplier of advanced titanium and specialty metal products and services
to commercial aerospace, defense, energy, medical device and other
customers across the entire supply chain. For more than 60 years, RTI
has been taking titanium further through advanced manufacturing and
engineering processes. RTI delivers a full range of titanium mill
products as well as other titanium and specialty metals products and
services including extruded shapes, formed and 3D-printed parts, and
precision engineered and machined components through our downstream
integrated supply chain.

Headquartered in Pittsburgh, PA, RTI has locations in the United States,
Canada, Europe, and Asia. To learn more about RTI International Metals,
Inc., visit our website at

Forward-Looking Statements

Certain statements in this release, including statements regarding the
proposed acquisition of RTI International Metals (RTI) by Alcoa, the
expected timing, closing and benefits of the transaction, the expected
synergies, the expected contribution of RTI to Alcoa’s revenues and
profitability, the expected acceleration of Alcoa’s portfolio
transformation, the expected size, scope and growth of the combined
company’s operations and the markets in which it will operate, including
the aerospace market, the anticipated issuance of Alcoa common stock in
exchange for RTI stock in the transaction, as well as Alcoa’s plans,
objectives, strategy, and intentions, may contain words such as
“anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,”
“intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,”
“should,” “targets,” “will,” or other words of similar meaning that
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are based on
Alcoa’s current expectations, estimates, forecasts and projections about
the proposed transaction and the operating environment, economies and
markets in which Alcoa and RTI operate. In making these statements,
Alcoa has made assumptions with respect to: the ability of Alcoa and RTI
to achieve expected synergies and the timing of same; the ability of
Alcoa and RTI to predict and adapt to changing customer requirements,
demand, and preferences; future capital expenditures, including the
amount and nature thereof; trends and developments in the aerospace,
metals engineering (including aluminum and titanium), advanced
manufacturing, and other sectors of the economy that are related to
these sectors; business strategy and outlook; expansion and growth of
business and operations; credit risks; future results being similar to
historical results; expectations related to future general economic and
market conditions; and other matters, many of which are beyond Alcoa’s
control. Alcoa’s beliefs and assumptions are inherently subject to
significant business, economic, competitive and other uncertainties and
contingencies regarding future events and as such, are subject to change
and may prove to be inaccurate. Actual results or events could differ
materially from those contemplated in forward-looking statements as a
result of numerous risks and uncertainties, including: (a) the risk that
the businesses will not be integrated successfully or such integration
may be more difficult, time-consuming or costly than expected, which
could result in additional demands on Alcoa’s resources, systems,
procedures and controls, disruption of its ongoing business and
diversion of management’s attention from other business concerns; (b)
the effect of an increased number of Alcoa shares outstanding as a
result of the proposed transaction; (c) the possibility that certain
assumptions with respect to RTI or the proposed transaction could prove
to be inaccurate; (d) failure to receive the required votes of RTI’s
shareholders to approve the transaction; (e) failure to receive, delays
in the receipt of, or unacceptable or burdensome conditions imposed in
connection with, all required regulatory approvals of the proposed
transaction, or the failure to satisfy the other closing conditions to
the proposed transaction; (f) the potential failure to retain key
employees of Alcoa or RTI as a result of the proposed transaction or
during integration of the businesses; (g) potential sales of Alcoa
common stock issued in the acquisition; (h) the potential loss of
customers, suppliers, and other business relationships of Alcoa or RTI
as a result of the transaction; (i) consequences of investigations by
governmental agencies or regulatory authorities; (j) the failure to
capitalize on anticipated growth in the commercial aerospace market; and
(k) the other risk factors summarized in Alcoa’s Form 10-K for the year
ended December 31, 2014, and other reports filed with the Securities and
Exchange Commission. Alcoa disclaims any obligation to update publicly
any forward-looking statements, whether in response to new information,
future events or otherwise, except as required by applicable law. Market
projections are subject to the risks discussed above and other risks in
the market. Nothing on Alcoa’s website is included or incorporated by
reference herein.

Additional Information and Where to Find It

This document does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or
approval nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. The proposed business combination transaction between
Alcoa and RTI will be submitted to the shareholders of RTI for their
consideration. Alcoa will file with the Securities and Exchange
Commission (SEC) a Registration Statement on Form S-4 that will include
a proxy statement of RTI that also constitutes a prospectus of Alcoa.
RTI will provide the proxy statement/prospectus to its shareholders.
Alcoa and RTI also plan to file other documents with the SEC regarding
the proposed transaction. This document is not a substitute for any
prospectus, proxy statement or any other document which Alcoa or RTI may
file with the SEC in connection with the proposed transaction. INVESTORS
TRANSACTION. You may obtain copies of all documents filed with the SEC
regarding this transaction, free of charge, at the SEC’s website (
You may also obtain these documents, free of charge, from Alcoa’s
website (
You may also obtain these documents, free of charge, from RTI’s website (

Participants in the Solicitation

Alcoa, RTI, and certain of their respective directors, executive
officers and other members of management and employees may be deemed to
be participants in the solicitation of proxies from RTI shareholders in
connection with the proposed transaction. Information regarding the
persons who may, under the rules of the SEC, be deemed participants in
the solicitation of RTI shareholders in connection with the proposed
transaction will be set forth in the proxy statement/prospectus when it
is filed with the SEC. You can find information about Alcoa’s executive
officers and directors in its definitive proxy statement filed with the
SEC on March 18, 2014 and in its Annual Report on Form 10-K filed with
the SEC on February 19, 2015. You can find information about RTI’s
executive officers and directors in its definitive proxy statement filed
with the SEC on March 28, 2014 and in its Annual Report on Form 10-K
filed with the SEC on February 26, 2015. Additional information about
Alcoa’s executive officers and directors and RTI’s executive officers
and directors can be found in the above-referenced Registration
Statement on Form S-4 when it becomes available. You can obtain free
copies of these documents from Alcoa and RTI as described in the
preceding paragraph.

For Alcoa
Nahla Azmy, 212-836-2674
Christa Bowers, 212-836-2605
For RTI International Metals
Dan Crookshank, 412-893-0084