Worthington Steel Surpasses Minimum Acceptance Threshold in Kloeckner & Co Tender Offer

Key Points from the Announcement

• Worthington Steel (NYSE: WS) has exceeded the minimum acceptance threshold of 57.5% in its voluntary public tender offer for Kloeckner & Co SE, securing approximately 58.8% of Kloeckner’s issued share capital.
• The company now holds these shares via its wholly owned subsidiary, Worthington Steel GmbH.
• Additional acceptance period: Shareholders who have not yet tendered their shares can do so between April 1, 2026 and April 14, 2026 (24:00 Frankfurt time).
• The offer remains subject to certain regulatory approvals and is expected to complete in the second half of 2026.
• Worthington Steel intends to pursue a Domination and Profit and Loss Transfer Agreement (DPLTA) with Kloeckner & Co following completion of the offer.
• Potential future actions include a possible delisting of Kloeckner or a squeeze-out of minority shareholders, depending on market conditions and legal/economic appropriateness.
• The all-cash offer is for €11.00 per Kloeckner share, a significant premium of 98% over the undisturbed three-month VWAP as of December 5, 2025.
• The Management Board and Supervisory Board of Kloeckner have deemed the offer and its subsequent amendment as “attractive, fair and appropriate” and recommend shareholders accept.

Details for Shareholders and Potential Price-Sensitive Developments

• Majority Control Achieved: The minimum acceptance threshold has been exceeded, which is a crucial step for Worthington Steel to move forward with its strategic plans concerning Kloeckner. This could significantly affect Kloeckner’s share price, as it signals a high likelihood of the transaction’s completion and subsequent structural changes.
• Further Acceptance Window: The additional acceptance period provides a final opportunity for Kloeckner shareholders to participate in the offer at the €11.00 per share price, which is near double the undisturbed average price.
• Regulatory Approvals Pending: Completion is still subject to regulatory approvals, and any delays or issues in obtaining these could impact the timeline or the ultimate outcome of the transaction.
• Domination Agreement & Potential Delisting: Post-transaction, Worthington Steel intends to implement a DPLTA, which could lead to strategic changes, including the possibility of taking Kloeckner private (delisting) or a squeeze-out of remaining minority shareholders. Both actions could affect minority shareholder rights and the future liquidity of the stock.
• Market Impact: These developments are highly price sensitive as they signal a shift in control, possible exit opportunities for minority shareholders, and the likelihood of further value realization events.
• Legal Jurisdiction: The offer is governed by German law (and, where applicable, certain U.S. securities laws), which may limit certain shareholder rights and recourse for international investors.
• Forward-Looking Statements: The company has provided guidance on potential synergies, financial impacts, and strategic intentions, but also highlights significant risks and uncertainties, including regulatory approval, integration challenges, and market conditions.

Background on the Companies

Worthington Steel

Worthington Steel, based in Columbus, Ohio, is a leading metals processor in North America with about 6,000 employees and 37 facilities across seven states and 10 countries. The company focuses on value-added steel processing, including galvanizing, pickling, blanking, specialty cold reduction, lightweighting, and electrical lamination. Worthington Steel positions itself as a sustainability-driven partner for its customers.

Kloeckner & Co SE

Kloeckner is one of the largest producer-independent steel and metal processors and a leading service center company, with about 110 locations in North America and the DACH region (Germany, Austria, Switzerland) and more than 6,000 employees. Kloeckner posted sales of approximately €6.6 billion in 2024 and is listed on the Frankfurt Stock Exchange’s Prime Standard and is a constituent of the SDAX index.

Important Legal and Procedural Notes

• The tender offer is made under German law, with certain provisions of U.S. securities law applying to U.S. shareholders. However, there are significant differences in procedures, rights, and possible recourse compared to U.S. law.
• Shareholders from outside Germany may face difficulties in enforcing rights or claims under their local laws.
• Any agreement from tendering into the offer is governed exclusively by German law.
• The company reserves the right to acquire further Kloeckner shares outside the offer process, provided such purchases are not made in the U.S. and comply with German law.
• Forward-looking statements are subject to a wide range of risks, including the ability to close the acquisition, integration risks, potential market impacts, and changes in company intentions or assessments post-announcement.

Contact Information

• Melissa Dykstra, VP Corporate Communications and Investor Relations, Worthington Steel. Phone: 614-840-4144. Email: [email protected]
• Julia Klostermann, Director, Brunswick Group (European Media). Phone: +49 174-740-2796. Email: [email protected]

For more information, including the full offer documents and amendments, visit: www.strong-for-good.com

Disclaimer: This article is a summary of public disclosures made by Worthington Steel and Kloeckner & Co SE regarding the voluntary public tender offer and related corporate actions. It does not constitute investment advice, an offer, or a solicitation to sell or purchase securities. Investors are urged to consult the official offer documents and amendments, and seek their own professional advice regarding the transaction and its implications. The transaction is subject to significant risks and uncertainties, including regulatory approvals, integration challenges, and potential market impacts. The companies expressly disclaim any obligation to update forward-looking statements. All agreements are governed by German law, and enforcement of rights may be limited by jurisdictional differences.

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