Worthington Steel said it has cleared the minimum acceptance threshold for its voluntary public tender offer for Kloeckner & Co SE, securing about 58.8% of Kloeckner’s issued share capital by the end of the initial acceptance period on March 26, 2026.
The threshold was set at 57.5%, meaning Worthington Steel surpassed the minimum by 1.3 percentage points. The company said the result includes shares tendered into the offer as well as shares or other instruments providing voting rights that were acquired by Worthington Steel GmbH, its wholly owned subsidiary.
Kloeckner shareholders who have not yet accepted the offer will get an additional acceptance period from April 1 through April 14, 2026. Worthington Steel said the offer remains subject to certain regulatory approvals and is expected to close in the second half of 2026.
The offer price remains €11.00 per share in cash. Worthington Steel said that price represents a 98% premium to Kloeckner’s undisturbed three-month volume-weighted average share price as of December 5, 2025.
Worthington Steel also said it has told Kloeckner it intends to enter into a domination and profit and loss transfer agreement immediately after the offer closes. The company said it expects to seek approval for that agreement at Kloeckner’s general meeting and may later evaluate structural measures such as a delisting or squeeze-out of minority shareholders, depending on market conditions and acceptance levels.
Kloeckner’s management board and supervisory board have already described the offer and its amendment as attractive, fair and appropriate and recommended that shareholders accept it.
Worthington Steel employs about 6,000 people and operates 37 facilities in seven states and 10 countries. Kloeckner has more than 6,000 employees, around 110 warehouse and processing locations, and reported about €6.6 billion in sales in fiscal 2024. The market has reacted to these announcements by moving the company's shares -14.91% to a price of $29.79. Check out the company's full 8-K submission here.
