Acquisition Momentum Builds for Klöckner & Co Shares

Worthington Steel's takeover bid for Klöckner & Co is close to the 57.5% acceptance threshold. Shares trade above the €11.00 offer as Klöckner reports a strong EBITDA recovery and halved net loss.

The potential takeover of German steel distributor Klöckner & Co by Worthington Steel is nearing a critical threshold. This development coincides with the release of Klöckner's annual results, which point to a significant operational recovery. The market is responding, with shares currently trading at €11.60—surpassing the formal cash offer price of €11.00.

Takeover Threshold in Sight

The primary focus for investors is the ongoing acquisition bid. As of March 9, Worthington Steel had secured 56.9% of Klöckner's shares. This figure is just shy of the recently lowered minimum acceptance threshold of 57.5%. Shareholders have until March 26, 2026, to accept the €11.00 per share cash offer, a transaction endorsed by Klöckner's management.

The fact that the share price is trading above the official bid suggests the market views the deal's completion as highly probable. It may also indicate speculation about a potential upward revision of the offer price before the deadline.

Financial Performance Shows Marked Improvement

Klöckner's financial year 2025 demonstrated a clear turnaround from the previous period. Adjusted EBITDA climbed approximately 25% to €171 million. The improvement is even more pronounced at the net income level, where the group's net loss was more than halved, shrinking from €176 million to €53 million.

Despite reporting a net loss, the company's board has proposed an unchanged dividend of €0.20 per share. Revenue saw a slight decrease to €6.4 billion, while sales volume remained stable at 4.53 million tonnes. A strong free cash flow of €105 million rounds out a solid set of results, especially considering the challenging market conditions.

Outlook and Integration Questions

Looking ahead, Klöckner has provided guidance for the first quarter of 2026, forecasting an adjusted EBITDA in the range of €20 million to €60 million. This compares to €42 million in the same quarter a year earlier.

A key question for the future is whether the current pace of operational recovery can be sustained. This will likely depend on the impact of a potential new ownership structure following a successful takeover. How Worthington Steel would integrate and manage the business post-acquisition remains a focal point for observers. Greater clarity on the entire situation is expected by the end of March, when the acceptance period concludes.