Klöckner & Co. SE, Dusseldorf, Germany, and Worthington Steel GmbH, a wholly owned subsidiary of Worthington Steel Inc., signed a business combination agreement, following the successful completion of due diligence and related negotiations. As part of the transaction, Worthington Steel says it intends to launch a voluntary public takeover offer for all outstanding shares of Klöckner & Co. The complementary strengths of both companies provide a strong foundation for sustainable growth and will expand their presence in Europe and North America. Combined, they would become one of the leading service center and metal processing companies in North America and Europe.
Under the terms of the agreement, Worthington Steel offers €11.00 in cash for each Klöckner & Co. share. This corresponds to a premium of c. 81% on the closing price of Klöckner & Co. on Dec. 5, 2025, the date prior to which negotiations were publicly disclosed, and of c. 98% on the undisturbed volume-weighted average share price of Klöckner & Co. shares over the last three months up to Dec. 5, 2025. The implied total enterprise value of the transaction is approximately €2.1 billion (U.S. $2.4 billion).
The Management Board and Supervisory Board of Klöckner & Co. welcome the offer and, subject to their review of the offer document, intend to recommend its acceptance to shareholders in their formal response statement. In their view, the offer reflects the intrinsic value of Klöckner shares and includes an attractive premium. The boards of Klöckner & Co. further endorse the strategic rationale for the transaction and the potential to create value for all stakeholders.
Worthington Steel has informed Klöckner & Co. that SWOCTEM GmbH has committed by way of an irrevocable tender agreement with Worthington Steel to tender all of its c. 41.53% stake in the Klöckner & Co. into the offer. Members of Klöckner & Co.’s Management Board have also confirmed that they will tender all shares they hold into the offer.
said Geoff G. Gilmore, CEO of Worthington Steel.
Under the agreement, Worthington Steel has committed to supporting Klöckner & Co.’s management and strategic direction, and to providing expertise, networks, and flexible resources to accompany the company’s growth. The combination of these two established companies is expected to accelerate innovation and sustainably expand their offering.
Under the proposed merger, Klöckner's European headquarters shall remain in Düsseldorf; Klöckner will continue to operate independently, managed by its current board, there are no intended layoffs or site closures; and all labor agreements valid at the time of the combination shall remain in force.
Klöckner & Co.'s management board notes that, upon successful completion of the takeover offer, Worthington Steel will review the possibility of a squeeze-out, a domination and profit and loss transfer agreement and/ or a delisting of Klöckner shares from the regulated market of the Frankfurt Stock Exchange.
The offer will be subject to customary conditions, including regulatory approvals. Worthington Steel expects to complete its acquisition during the second half of 2026.
