WS News & Events

Worthington Steel completed its voluntary public takeover offer for Kloeckner & Co SE, a leading global service center and metal processing company, following satisfaction of all closing conditions. Worthington Steel has currently secured approximately 62% of Kloeckner's outstanding shares. Worthington Steel expects the transaction to broaden its product portfolio, diversify end-market exposure and strengthen its geographic footprint. Worthington Steel intends to launch a Public Delisting Tender Offer for all outstanding Kloeckner shares not already held by Worthington Steel. The company expects to offer remaining Kloeckner shareholders EUR 11.00 in cash per Kloeckner share. The delisting is expected to reduce administrative and regulatory obligations associated with maintaining Kloeckner's stock exchange listing, while providing greater flexibility to support the long-term strategic development of the business. Following the effectiveness of the delisting, Kloeckner shares will no longer be admitted to trading on a regulated market in Germany or on a comparable market abroad, which may result in significantly reduced liquidity and limited price discovery for Kloeckner shares.

Worthington Steel announced that WS Escrow intends to offer, subject to market conditions and other factors, $900M aggregate principal amount of senior secured notes due 2033. Worthington Steel intends to use the net proceeds from the proposed Offering, together with borrowings under a new term loan credit facility, to fund the consideration and other payments in connection with Worthington Steel's pending acquisition of Kloeckner & Co, to fund loans to Kloeckner pursuant to a shareholder loan, to fund share purchases and other compensation to remaining minority Kloeckner shareholders in connection with the Kloeckner Acquisition, to pay transaction fees and expenses related to the foregoing, to repay certain existing indebtedness of Worthington Steel and Kloeckner and for general working capital purposes of Worthington Steel and its subsidiaries. The Offering is not conditioned on the consummation of the Kloeckner Acquisition. If the Kloeckner Acquisition is not expected to be consummated within three business days of the closing of the Offering, the Escrow Issuer will issue the Notes and will deposit the net proceeds of the Offering into an escrow account for the benefit of the holders of the Notes until the date on which certain escrow release conditions are satisfied. If the Kloeckner Acquisition is expected to be consummated within three business days of the closing of the Offering, then Worthington Steel may elect to issue the Notes directly, rather than through the Escrow Issuer, and the net proceeds will not be deposited into escrow. If the Acquisition is not consummated by March 12, 2027 or upon the occurrence of certain other events, the Notes will be subject to a special mandatory redemption at a price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest to, but not including, the date of the special mandatory redemption.

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.