EQS-WpÜG: Tender Offer / Target company: Klöckner & Co SE; Bidder: Worthington Steel GmbH

Worthington Steel GmbH / DE000KC01000

EQS-WpÜG: Worthington Steel GmbH / Tender Offer
Tender Offer / Target company: Klöckner & Co SE; Bidder: Worthington Steel GmbH

03.06.2026 / 12:10 CET/CEST
Dissemination of an announcement according to the German Securities Acquisition and Takeover Act (WpÜG), transmitted by EQS News - a service of EQS Group.
The bidder is solely responsible for the content of this announcement.

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THE INFORMATION CONTAINED IN THIS DOCUMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR DISSEMINATION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY COUNTRY WHERE SUCH PUBLICATION, DISTRIBUTION OR DISSEMINATION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH COUNTRY. Announcement of the decision to make a public delisting tender offer (Delisting-Erwerbsangebot) pursuant to section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) in conjunction with section 39 para. 2 sent. 2 no. 1 of the German Stock Exchange Act (Börsengesetz, BörsG)   Bidder: Worthington Steel GmbH c/o Sitem Group Graf-Zeppelin-Straße 29, 72202 Nagold Germany registered with the commercial register of the local court of Stuttgart under register number HR B 801625 Target: Klöckner & Co SE Peter-Müller-Straße 24 40468 Dusseldorf Germany registered with the commercial register of the local court of Dusseldorf under register number HR B 109982 WKN: KC0100 / ISIN: DE000KC01000   Worthington Steel GmbH (the "Bidder"), a wholly-owned indirect subsidiary of Worthington Steel, Inc., has decided today to make a public delisting tender offer (the “Delisting Offer”) to the shareholders of Klöckner & Co SE (the "Company") for the acquisition of their registered shares with no-par value in the Company, each representing a pro-rata amount of the share capital of EUR 2.50 per share (the "Klöckner Shares"). The Bidder intends to offer a cash consideration in the amount of EUR 11.00 per Klöckner Share. The Delisting Offer will not be subject to any completion conditions. The offer document (in German language and a non-binding English translation) containing the detailed terms and conditions of the Delisting Offer, as well as further information relating thereto, will be published by the Bidder following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin") at the Bidder's website http://strong-for-good.com/. In addition, there will be an announcement of the publication of the offer document in the German federal gazette (Bundesanzeiger). Important information: This announcement is neither an offer to purchase nor a solicitation of an offer to sell Klöckner Shares. The terms and further provisions regarding the Delisting Offer by the Bidder to the shareholders of the Company will be set forth in the offer document which will be published following approval of its publication by BaFin. Holders of Klöckner Shares are strongly recommended to read the offer document and to seek independent advice, where appropriate, in relation to the matters therein. The Delisting Offer will be made exclusively on the basis of the applicable provisions of German law, in particular the German Stock Exchange Act (Börsengesetz – BörsG), the German Securities Acquisition and Takeover Act (Wertpapiererwerbs? und Übernahmegesetz – WpÜG) and certain securities laws provisions of the United States of America (the "United States" or "U.S."). The Delisting Offer will not be made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, registrations, approvals or authorizations for the offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Investors and holders of Klöckner Shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no Delisting Offer will be made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This announcement may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the Delisting Offer would be prohibited by applicable national law. The Bidder and its affiliates or affiliates of its financial advisor reserve the right to directly or indi-rectly purchase or arrange to purchase Klöckner Shares or any other securities that are convertible into, exchangeable for or exercisable for such Klöckner Shares outside of the Delisting Offer, provided that such purchases or arrangements to purchase are not made in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases or arrangements to purchase, including the number of Klöckner Shares purchased or to be purchased and the consideration paid or agreed, will be published in German and English language without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The Delisting Offer announced with this announcement relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the Bidder and the Company included elsewhere, including in the offer document, will be prepared in accordance with provisions applicable in the Federal Republic of Germany and will not be prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The Delisting Offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator. Klöckner Shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the Delisting Offer will be made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") and the shares of which are not registered under Section 12 of the U.S. Exchange Act and that the Company is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Delisting Offer will be made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the U.S. Exchange Act, for a Tier II tender offer and will be principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the Delisting Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The Delisting Offer will be made to the Company’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the Company to whom an offer is made. Any informational documents, including this announcement, will be disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the Company’s other shareholders. To the extent that the Delisting Offer is subject to United States securities laws, such laws only apply to Klöckner Shareholders in the United States, and no other person has any claims under such laws. Any agreement concluded with the Bidder as a result of the acceptance of the planned Delisting Offer will be governed exclusively by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the Delisting Offer under the U.S. Securities Act (or other laws known to them) because the Bidder and the Company are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court. Forward-looking statements This announcement includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the acquisition and the benefits of the transaction, the expected outcomes of the proposed acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies, the impact on Worthington Steel’s earnings, Worthington Steel’s expected pro forma net leverage ratio following the transaction and net leverage ratio goals following the transaction, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates”, “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on the anticipated terms and timing, including obtaining required regulatory approvals, (ii) the financing arrangements relating to the acquisition, (iii) the potential impact of the announcement or consummation of the proposed acquisition on relationships with customers, suppliers and other third parties, and (iv) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. Further, it cannot be ruled out that Worthington Steel and/or Kloeckner will change their intentions and assessments expressed in documents or notifications or in the offer document yet to be published after publication of the documents, notifications or the offer document.   Stuttgart, 3 June 2026 Worthington Steel GmbH

End of WpÜG announcement

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03.06.2026 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
View original content: EQS News

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Language:	English
Listed:	Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Düsseldorf, Hamburg, Hannover, München, Stuttgart, Tradegate BSX / Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate BSX

End of News	EQS News Service

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2338308  03.06.2026 CET/CEST