Worthington Steel Acquires Over 58.8% of Kloeckner Shares
Worthington Steel (WS) announced the result of the initial acceptance period of its voluntary public tender offer for Kloeckner & Co (KLKNF). At the expiration of the initial acceptance period on March 26, the minimum acceptance threshold of 57.5% has been exceeded and the corresponding offer condition has been satisfied. Worthington Steel has secured approximately 58.8% of Kloeckner & Co's issued share capital, including shares tendered into the offer and shares or other instruments providing voting rights in Kloeckner acquired by Worthington Steel GmbH, a wholly owned subsidiary of Worthington Steel. Kloeckner shareholders who have not yet accepted the offer may do so during the additional acceptance period, which will commence on April 1 and expire on April 14. Completion of the Offer remains subject to receipt of certain regulatory approvals and is expected to occur in the second half of 2026. On March 27, Worthington Steel informed Kloeckner about its firm intention to enter into a domination and profit and loss transfer agreement with Kloeckner & Co immediately after completion of the Offer and Kloeckner published an ad hoc announcement to this effect on the same day. Worthington Steel is confident that it will secure the required majority at the general meeting to approve the conclusion of the DPLTA. In addition, Worthington Steel intends to evaluate, subject to market conditions and acceptance levels, the implementation of structural measures, including a potential delisting of Kloeckner or a squeeze-out of minority shareholders, to the extent legally permissible and economically appropriate following the completion of the transaction. Worthington Steel GmbH, the subsidiary established for the acquisition of Kloeckner, announced the intention to launch an all-cash offer of EUR 11.00 per share for all outstanding shares of Kloeckner on January 15. This represents a premium of 98% to the undisturbed three-month volume-weighted average share price of Kloeckner as of December 5. The offer document was published on February 5, and the amendment to the offer was published on March 10. The Management Board and Supervisory Board of Kloeckner have assessed the offer and the amendment as attractive, fair and appropriate and recommend that Kloeckner shareholders accept the offer.
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- Acquisition Completion: Worthington Steel has successfully completed its voluntary takeover offer for Kloeckner, securing approximately 62% of Kloeckner's outstanding shares, which establishes a foundation for strategic collaboration expected to enhance Worthington's product portfolio and market reach.
- Strategic Partnership Outlook: Worthington Steel's CEO Geoff Gilmore stated that this acquisition marks a significant milestone in the company's growth strategy, as Kloeckner's strong capabilities and talented team will drive synergies in high-value products and services.
- Delisting Plan: Worthington Steel intends to launch a public delisting tender offer for Kloeckner shares not already held, offering €11.00 per share in cash, aimed at reducing administrative and regulatory burdens to provide greater flexibility for long-term strategic development.
- Market Impact: Following the delisting, Kloeckner shares will no longer be traded on regulated markets in Germany or abroad, which may lead to significantly reduced liquidity and impact price discovery for Kloeckner shares, necessitating investor attention to these changes.
- Earnings Report Schedule: Worthington Steel will announce its fiscal fourth quarter results after market close on June 24, 2026, providing investors with crucial financial data and operational insights.
- Conference Call Timing: The company will host a conference call at 8:30 a.m. ET on June 25, 2026, to discuss the fourth quarter results, enhancing transparency and engaging with investors.
- Registration and Access: Investors can participate in the conference call by registering online, and a live webcast will be available in the Investor Relations section of the company's website, archived for one year to ensure accessibility of information.
- Company Background: Worthington Steel is a leading metals processor in North America with approximately 6,000 employees, focusing on delivering customized steel solutions and committed to advancing sustainability in the steel industry, showcasing its competitive edge and innovative capabilities.
- Financing Scale: Worthington Steel successfully raised $1.4 billion in the leveraged finance market to support its acquisition of German metals company Klöeckner & Co., significantly enhancing its market position.
- Bond and Loan Structure: The company priced $700 million each in junk bonds and leveraged loans, with the bond yielding 7.75%, lower than the initial expectation of 8.25%, indicating market confidence in the transaction.
- Acquisition Background: Worthington announced in January its agreement to acquire Klöeckner for $2.4 billion, which will make it North America's second-largest steel service center, with the deal expected to close on June 3, further solidifying its industry position.
- Market Impact: This financing and acquisition not only increase Worthington's market share but also introduce potential integration risks, necessitating attention to future operational challenges and financial performance.
- Bond Offering Plan: Worthington Steel plans to issue $900 million of senior secured notes through its subsidiary WS Escrow, maturing in 2033, aimed at financing its pending acquisition of Kloeckner.
- Clear Use of Proceeds: The net proceeds from this bond issuance will be used to repay some existing debt, cover deal-related expenses, and support working capital needs, reflecting the company's financial strategy during the acquisition process.
- Acquisition Condition Restrictions: If the acquisition does not close within three business days after the bond sale, the proceeds will remain in an escrow account until the deal conditions are fulfilled, ensuring the safety of the funds.
- Redemption Terms: Should the acquisition not close by March 12, 2027, the notes will be redeemed at 100% of the issue price plus unpaid interest, reducing investor risk and enhancing debt management flexibility.
- Consistent Excellence: Worthington Steel has been recognized as a Partner-level supplier by John Deere for 14 consecutive years, showcasing its exceptional performance in quality, service, and continuous improvement, thereby solidifying its leadership position in the steel industry.
- Community Engagement Award: The company received John Deere's inaugural Community Engagement Award, acknowledging its outstanding contributions to improving the communities where it operates, reflecting Worthington Steel's people-first culture and commitment to social responsibility.
- Volunteer Service Contribution: In 2025, Worthington Steel employees contributed nearly 5,000 hours of volunteer service across various efforts, including food security, youth programs, and environmental stewardship, demonstrating the company's deep commitment to community support.
- Charitable Foundation Support: The Worthington Companies Foundation donated $3.1 million to 73 nonprofit organizations in fiscal 2025, further advancing the company's efforts in social responsibility and sustainability.
- Employee Recognition: Worthington Steel has been named a Top Workplace by Columbus CEO magazine for the 14th consecutive year, highlighting the company's ongoing commitment to employee satisfaction and cultural development, which enhances its reputation in the industry.
- Special Managers Award: The company also received a special Managers award, indicating the positive impact of management on employee development and care, reflecting high employee recognition and support for the company's culture.
- Cultural Commitment: Worthington Steel has made the Top Workplaces list every year since 2013, emphasizing its strong commitment to building an employee-centered culture and values that promote growth and development among its workforce.
- Sustainability Focus: As one of North America's most trusted metals processors, Worthington Steel is dedicated to driving the future of the steel industry through innovative solutions and sustainable practices, further solidifying its market position.








