Initial Acceptance Period Successfully Completed
Worthington Steel has announced the results of the initial acceptance period of its voluntary public tender offer for Kloeckner & Co SE, marking a significant milestone in the proposed transaction between the two companies. At the close of the initial acceptance period on March 26, 2026, the minimum acceptance threshold of 57.5% was successfully exceeded, satisfying one of the key conditions required for the offer to proceed. This development reflects strong shareholder support and positions Worthington Steel closer to completing the acquisition process.
Strong Shareholder Support Drives Majority Stake
Following the conclusion of the initial acceptance period, Worthington Steel has secured approximately 58.8% of Kloeckner & Co’s issued share capital. This figure includes shares tendered directly into the offer as well as shares and other instruments that provide voting rights, which were acquired by Worthington Steel GmbH, a wholly owned subsidiary established specifically for the transaction. The achievement of this majority stake demonstrates confidence among shareholders in the strategic value of the offer and highlights the attractiveness of the proposed acquisition terms.
The strong participation rate also underscores the alignment between the acquiring company’s long-term vision and the expectations of Kloeckner’s investor base. By surpassing the required threshold early in the process, Worthington Steel has reinforced its position as a committed partner capable of driving future growth and operational improvements within Kloeckner’s business.
Additional Acceptance Period Provides Extended Opportunity
Shareholders who have not yet tendered their shares are being given an additional opportunity to participate in the offer during a newly opened acceptance window. This additional acceptance period began on April 1, 2026, and will remain open until April 14, 2026, at midnight local time in Frankfurt am Main. During this period, remaining shareholders can evaluate the offer and decide whether to participate under the same terms as those provided during the initial phase.
Geoff Gilmore, President and CEO of Worthington Steel, expressed satisfaction with the outcome of the initial acceptance period, emphasizing that the strong level of shareholder support represents a meaningful step toward completing the transaction. He also highlighted the importance of the additional acceptance period as an opportunity for other shareholders to join the offer, reinforcing the company’s commitment to ensuring broad participation and transparency throughout the process.
Path Toward Completion and Regulatory Approvals
Despite the successful completion of the initial acceptance phase, the transaction remains subject to several regulatory approvals and customary closing conditions. Worthington Steel expects the acquisition to be finalized in the second half of 2026, provided that all necessary approvals are obtained and remaining conditions are satisfied.
On March 27, 2026, Worthington Steel formally informed Kloeckner & Co SE of its intention to enter into a domination and profit and loss transfer agreement (DPLTA) immediately following the completion of the offer. This proposed agreement is designed to further integrate the operations of the two companies and establish a framework for financial and strategic alignment. Kloeckner subsequently issued an ad hoc announcement confirming this development, signaling transparency and alignment with regulatory requirements.
Worthington Steel has indicated confidence in its ability to secure the necessary majority at the general meeting required to approve the DPLTA. In addition, the company plans to evaluate potential structural measures following the completion of the transaction, including the possibility of delisting Kloeckner shares or implementing a squeeze-out of minority shareholders, subject to legal permissibility and prevailing market conditions. These measures are intended to streamline corporate governance and enhance operational efficiency as part of the integration process.
Offer Details and Strategic Premium
The acquisition is being executed through Worthington Steel GmbH, which announced its intention to launch an all-cash offer of €11.00 per share for all outstanding shares of Kloeckner on January 15, 2026. This offer represents a substantial premium of approximately 98% compared to the undisturbed three-month volume-weighted average share price as of December 5, 2025, making it an attractive proposition for shareholders.
The formal offer document was published on February 5, 2026, followed by an amendment released on March 10, 2026. After evaluating the terms of the offer and its subsequent amendment, both the Management Board and Supervisory Board of Kloeckner & Co SE concluded that the offer is fair, appropriate, and attractive. Consequently, they have recommended that shareholders accept the offer, further reinforcing its credibility and appeal.
Strategic Implications for Both Companies
The proposed acquisition is expected to create significant strategic benefits for both organizations by combining their respective strengths in steel processing and distribution. Worthington Steel brings extensive expertise in value-added steel processing, including advanced capabilities in carbon flat-roll steel, electrical steel laminations, and tailored welded solutions. Meanwhile, Kloeckner & Co SE operates a broad distribution and service network with approximately 110 warehouse and processing locations across North America and the DACH region, serving more than 60,000 customers.
By integrating these complementary capabilities, the combined entity is expected to enhance its market position, expand its product and service offerings, and improve operational efficiency. The transaction also aligns with broader industry trends toward consolidation and digital transformation, as companies seek to strengthen their competitive positioning in an increasingly complex and dynamic market environment.
About Worthington Steel
Worthington Steel is a leading metals processor headquartered in Columbus, Ohio, known for delivering highly technical and customized steel solutions. With approximately 6,000 employees and operations spanning 37 facilities across seven U.S. states and 10 countries, the company focuses on value-added processing capabilities such as galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting, and electrical lamination. Guided by a people-first philosophy and a commitment to sustainability, Worthington Steel aims to provide innovative solutions that support customer success while creating opportunities for employees and strengthening communities.
About Kloeckner & Co
Kloeckner & Co SE is one of the world’s largest producer-independent steel and metal processors and a leading service center company. With a workforce of over 6,000 employees and annual sales of approximately €6.6 billion in 2024, the company operates an extensive distribution and processing network primarily across North America and the DACH region. Kloeckner continues to pursue strategic growth through the expansion of its service center business, diversification of its product portfolio, and the integration of CO2-reduced solutions under its Nexigen® brand, positioning itself as a forward-looking player in the global steel industry.
Source link:https://www.businesswire.com/
