Goldman Sachs Takes 9.48% Stake in Klöckner as Takeover Drama Intensifies

Goldman Sachs quietly amasses a 9.48% stake in Klöckner & Co as the steel distributor nears a pivotal shareholder vote, with shares trading 54% above Worthington Steel's takeover offer.

The battle for Klöckner & Co is entering a new phase, and the smart money is piling in. Goldman Sachs has quietly built a 9.48 percent stake in the German steel distributor, according to a recent voting rights disclosure, positioning itself just shy of the double-digit threshold as the company hurtles toward a pivotal shareholder vote.

The US investment bank's move comes as Klöckner shares trade at €12.60, a whisker below their 52-week high and a hefty 54 percent above the €11.00 per share takeover offer that Worthington Steel tabled in December. That gap tells the story: the market is betting that minority holders will get a far sweeter deal than the initial bid.

The Logic Behind the Premium

Worthington Steel already controls 58.8 percent of Klöckner, having secured a majority stake by late March. But the real prize lies in the planned domination and profit transfer agreement (Beherrschungs- und Gewinnabführungsvertrag) that the US group intends to push through immediately after completing the transaction. Such contracts typically require the majority shareholder to offer compensation payments or severance terms to remaining investors — and those are subject to a fresh company valuation.

If Worthington later crosses the 90 percent threshold, a squeeze-out of remaining shareholders would follow. A delisting is also under consideration. For Goldman Sachs and other institutional holders, the arithmetic is straightforward: the higher the eventual compensation, the bigger the payoff from buying in above the original offer price.

A Tale of Two Shareholder Bases

New voting rights notifications dated April 28 reveal that the shareholder register remains in flux. One filing, triggered by a threshold crossing on April 24, shows a reported total voting rights stake of 2.13 percent, comprising both direct holdings and instruments. The broader picture, however, is dominated by the Goldman position and Worthington's controlling block.

The stock has surged roughly 54 percent since the start of the year and more than 83 percent over the past twelve months, with the takeover process gathering steam in December 2025. The current price sits about 54 percent above the 200-day moving average of €8.20, underscoring just how far the shares have detached from their long-term trend.

Despite the rally, the relative strength index stands at 38 — well below overbought territory — suggesting the short-term momentum has cooled even as the structural story heats up.

Key Dates on the Horizon

The next major catalyst arrives on May 6, when Klöckner releases its first-quarter interim statement. Management has guided for EBITDA in a range of €20 million to €60 million — an extraordinarily wide band that reflects the limited visibility in current markets. For context, the company delivered full-year operating EBITDA of €171 million in 2025, up from €136 million the prior year.

Investors will be watching closely for signs of how the Worthington integration is affecting the underlying business. One bright spot: Klöckner's US operations, where the company conducts purchases and sales locally, are largely insulated from import tariffs, providing a buffer in its most important single market.

The annual general meeting follows on May 20 in Düsseldorf, where the domination agreement will dominate the agenda. The board and supervisory board have proposed a dividend of €0.20 per share, which would be paid out in late May if shareholders approve. But the real drama will center on what compensation terms Worthington ultimately offers — and whether the current share price premium holds up once those terms are known.