Acquisition of Klöckner Nears Completion as Key Hurdle Cleared

Worthington Steel cuts its acceptance threshold to 57.5%, virtually guaranteeing its takeover of Klöckner & Co. Shareholders face a dilemma as the market price trades above the fixed €11.00 offer.

The path is now clear for Worthington Steel to finalize its takeover of German steel distributor Klöckner & Co. The U.S. industrial group has removed the most significant obstacle by substantially lowering the minimum acceptance threshold for the deal, bringing the transaction within reach. This move, however, presents a unique dilemma for the company's remaining shareholders.

Revised Terms Accelerate Timeline

In a strategic shift, Worthington Steel has reduced the shareholding it needs to acquire from 65% to 57.5%. This adjustment effectively guarantees the deal's success, as the American suitor had already secured 56.9% of Klöckner's share capital by the beginning of this week. Only a fractional additional stake is now required. Consequently, the acceptance period for Klöckner shareholders has been automatically extended to March 26.

Market Price Outpaces Official Offer

A notable divergence has emerged between the formal bid and trading levels on the open market. Worthington Steel's cash offer remains fixed at €11.00 per share, with the company explicitly ruling out any increase. Yet, Klöckner's stock price tells a different story. The shares recently hit a new 52-week high of €11.58, trading at a noticeable premium to the takeover bid. The equity has surged more than 41% since January, indicating the market has fully priced in the acquisition. Investors currently find it more profitable to sell their holdings through regular stock exchanges than to accept the official tender.

Board Maintains Stance on Fairness

Despite this market premium, Klöckner's management and supervisory boards continue to recommend shareholders accept the offer, which they still deem fair. For context, the €11.00 per share bid represents a 98% premium over the undisturbed average share price before the initial takeover intentions became public in December.

With the new, lower acceptance threshold of 57.5%, the possibility of the deal collapsing has been virtually eliminated. The decisive deadline is now March 26. Remaining investors must decide whether to take the guaranteed cash payment or capitalize on the current trading premium by selling their shares on the open market before the offer closes.