Worthington Steel exceeds minimum acceptance threshold for Kloeckner offer

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.