Worthington Steel Lowers Minimum Acceptance Threshold for Kloeckner & Co Offer to 57.5%
Worthington Steel Reduces Minimum Acceptance Threshold for Kloeckner Takeover Offer
Worthington Steel announced that it has decided to reduce the mandatory minimum acceptance threshold of its voluntary takeover offer for Kloeckner & Co SE to 57.5%. The company has formally published an amendment to the original offer document reflecting this change. Worthington Steel confirmed that no other modifications will be made to the existing offer, including the offer price, which remains unchanged.
Acceptance Period Extended Following Offer Amendment
As a result of lowering the minimum acceptance threshold, the acceptance period for the takeover offer has been extended. The offer was originally scheduled to expire on March 12, 2026, but will now remain open until March 26, 2026. This extension allows additional time for Kloeckner shareholders to evaluate and potentially accept the takeover proposal under the revised conditions.
Worthington Steel Secures Majority Share Commitments
As of March 9, 2026, Worthington Steel had secured approximately 56.9% of Kloeckner’s issued share capital. Despite the strong shareholder support already achieved, the successful completion of the voluntary takeover offer still depends on the minimum acceptance threshold being reached by the end of the updated acceptance period. The revised threshold of 57.5% is intended to facilitate the completion of the transaction while maintaining the strategic objectives of the acquisition.
All-Cash Offer Announced in January 2026
The acquisition effort is being carried out through Worthington Steel GmbH, a subsidiary created specifically to execute the takeover of Kloeckner. On January 15, 2026, Worthington Steel announced its intention to launch an all-cash offer of €11.00 per share for all outstanding shares of Kloeckner. The offer represents a substantial premium of approximately 98% compared to Kloeckner’s undisturbed three-month volume-weighted average share price recorded on December 5, 2025.
Offer Documentation and Launch of Acceptance Phase
The official offer document was published and the acceptance phase formally began on February 5, 2026. Following a detailed review of the transaction terms, the Management Board and Supervisory Board of Kloeckner concluded that the proposed acquisition offer is attractive, fair, and appropriate. As a result, both governing bodies recommended that Kloeckner shareholders accept the offer presented by Worthington Steel.
Access to Offer Documents and Information
The full offer documentation, including the amendment reflecting the updated acceptance threshold, is available to shareholders and investors through the official offer website. These materials include the German-language offer document and a non-binding English translation, along with additional information relevant to the takeover process and transaction terms. Stakeholders are encouraged to review these documents carefully to understand the conditions and implications of the offer.
About Worthington Steel
Worthington Steel is a metals processing company specializing in highly technical and customized steel solutions for a wide range of industries. The company’s expertise spans carbon flat-rolled steel processing, electrical steel laminations, and tailor-welded solutions designed to improve efficiency and sustainability across manufacturing sectors. Worthington Steel partners closely with customers to deliver advanced materials and value-added processing capabilities that support evolving industrial requirements.
Global Operations and Workforce
Headquartered in Columbus, Ohio, Worthington Steel employs approximately 6,000 people and operates 37 facilities across seven U.S. states and 10 countries. The company’s processing capabilities include galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting technologies, and electrical lamination manufacturing. Through its people-first philosophy and commitment to sustainable operations, Worthington Steel aims to generate positive returns while creating opportunities for employees and strengthening the communities in which it operates.
About Kloeckner & Co
Kloeckner & Co SE is one of the world’s largest producer-independent steel and metal processors and a leading service center operator. The company maintains a distribution and service network of around 110 warehouse and processing locations, primarily across North America and the DACH region, which includes Germany, Austria, and Switzerland. Through this network, Kloeckner supplies steel and metal products to more than 60,000 customers across a variety of industrial sectors.
Business Performance and Strategic Direction
Kloeckner currently employs more than 6,000 people and reported sales of approximately €6.6 billion during the 2024 fiscal year. The company continues to pursue a corporate strategy focused on expanding its service center operations and strengthening higher value-added processing activities. This strategy also includes diversifying its product and service portfolio while integrating additional low-carbon and CO₂-reduced solutions under its Nexigen® umbrella brand.
Stock Exchange Listing and Market Position
The shares of Kloeckner & Co SE are listed on the regulated market segment of the Frankfurt Stock Exchange with additional post-admission obligations under the Prime Standard. The company’s shares are also included in the SDAX index operated by Deutsche Börse. Through its established market position and broad service network, Kloeckner remains an important supplier within the global steel distribution and processing industry.
Important Legal and Regulatory Information
The press release clarifies that it does not constitute an offer to purchase or a solicitation to sell shares of Kloeckner. The formal terms and conditions of the takeover offer are detailed in the official offer document approved for publication by the German Federal Financial Supervisory Authority (BaFin). Investors and shareholders are strongly encouraged to review the offer document, the amendment, and all related materials once available, as these documents contain critical information about the transaction.
Regulatory Framework Governing the Takeover Offer
The takeover offer is being conducted in accordance with German law, particularly the German Securities Acquisition and Takeover Act (WpÜG), as well as certain applicable securities law provisions of the United States. The offer is not made under the legal frameworks of jurisdictions other than Germany and the United States where applicable. Consequently, investors may not rely on investor protection laws outside those jurisdictions.
Additional Market Purchase Rights
The bidder and its affiliates also reserve the right to acquire Kloeckner shares outside the takeover offer, provided that such purchases comply with applicable legal requirements and are not conducted within the United States. These acquisitions could occur through open market transactions or privately negotiated deals. If such purchases take place, the relevant details including the number of shares acquired and the purchase consideration will be publicly disclosed in accordance with German and U.S. regulatory requirements.
Disclosure and Jurisdictional Considerations
The takeover offer relates to shares of a German company and is therefore governed primarily by German statutory provisions. Financial information related to the bidder and Kloeckner is prepared in accordance with German accounting standards, which may differ from financial reporting practices in other jurisdictions such as the United States. The offer has not been reviewed or approved by securities regulators outside Germany, and enforcement of investor rights may be limited for shareholders residing outside the Federal Republic of Germany.
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