Klöckner & Co Investors Bet Big on May Votes as Stock Trades Above Takeover Price

Klöckner & Co shares trade 14% above Worthington Steel's €11 offer as markets bet on higher minority payout. Key events: Q1 results May 6 and shareholder vote on domination agreement May 20.

The arithmetic is straightforward but the outcome is anything but. Klöckner & Co shares are changing hands at roughly 14 percent above the €11 per share that Worthington Steel paid in its takeover offer, signalling that the market expects minority holders to walk away with more than the original bid. Whether that bet pays off hinges on two critical dates in May.

A Shareholder Shuffle Behind the Scenes

The ownership picture continues to shift even after Worthington secured control. A notification filed on April 28 revealed that one investor had trimmed its stake from 3.37 percent to 2.13 percent, citing the return of equity collateral. While technically a routine adjustment, it underscores the repositioning underway among institutional holders as they recalibrate their exposure ahead of the next corporate milestones.

Worthington now commands roughly 61.87 percent of Klöckner’s shares following the close of the second acceptance period on April 14. That leaves a sizeable minority bloc — and plenty of speculation about what they will ultimately receive.

The First Test: Q1 Numbers on May 6

The company publishes its first-quarter results on May 6, marking the first operational update under its new majority owner. Management has set expectations unusually wide, forecasting EBITDA before exceptional items in a range of €20 million to €60 million — a €40 million spread that reflects the limited visibility in current trading conditions.

The second half of the year looks brighter. Roughly half of Klöckner’s revenue comes from the United States, where the group buys and sells locally, leaving it largely insulated from American import tariffs. The board therefore anticipates a significant earnings pickup in the latter six months.

Demand patterns remain mixed. Machinery and defence sectors are ordering more steel, while construction stays subdued. For the full year 2026, the executive team expects stable volumes and a notably higher EBITDA, even after factoring in divested sites.

The Main Event: May 20 Shareholder Meeting

All eyes turn to Düsseldorf on May 20, when the annual general meeting will vote on a domination and profit transfer agreement (BGAV) with Worthington. The US steelmaker believes it can secure the required qualified majority with its roughly 62 percent holding.

A BGAV carries concrete consequences for minority investors. It triggers an independent valuation of the company, which in turn determines a mandatory cash compensation and an annual guaranteed dividend. That compensation figure is precisely what the current share price premium is pricing in.

Also on the agenda: a proposed dividend of €0.20 per share.

What Comes Next

Worthington is exploring further steps once the deal is fully consummated, including a possible delisting or a squeeze-out of the remaining minority holders. A squeeze-out would require the majority owner to reach a 90 percent threshold.

Regulatory approvals are still pending, with clearance not expected until the second half of 2026. Until then, the valuation that will underpin any mandatory payout remains unknown — and the 14 percent premium baked into the stock price hangs in the balance. The May 6 quarterly report will offer the first real clue as to whether the operational foundation can support that bet.