Klöckner & Co Shareholders Face Final Week of Takeover Bid

Worthington Steel's takeover offer for Klöckner & Co closes March 26. With a lowered acceptance threshold to 57.5%, a deal is likely, potentially leading to delisting and a squeeze-out.

The decisive moment is approaching for investors in the steel distributor Klöckner & Co. The acceptance period for the takeover offer from Worthington Steel concludes on March 26. With the American suitor having recently lowered the minimum acceptance threshold from 65% to 57.5%, a successful deal now appears within reach. This move carries significant implications for any shareholders considering holding their equity beyond the deadline.

Strategic Shift and Operational Restructuring

Beyond the takeover proceedings, Klöckner's management is advancing a strategic realignment. Following a solid 2025 financial year, which saw the company post an operating result (EBITDA) of 171 million euros, it is streamlining its portfolio. The divestment of eight US distribution sites and its Brazil business is freeing up capital. These funds are being channeled directly into three major North American projects, including a new aluminum flat-roll mill in Mississippi. The group now generates 44% of its revenue from higher-value processing services.

Major Shareholders Adjust Positions

In the final stretch before the deadline, major institutional investors are repositioning themselves. JPMorgan has reduced its stake below the reporting threshold to 4.80%. Conversely, DWS Investment has increased its holding to 6.97% through the receipt of share collateral. Worthington Steel itself had already secured 56.9% of Klöckner shares by early March, putting it just shy of the newly defined success marker.

Potential Delisting and Squeeze-Out Scenario

Should the acquisition succeed, Worthington Steel intends to implement profound structural changes. Depending on the final acceptance rate, the agenda includes either a domination agreement or, if a stake exceeding 90% is achieved, a complete squeeze-out of remaining shareholders. The American firm is also examining a delisting from the Frankfurt regulated market. The cash offer from the buyer stands at 11.00 euros per share. However, the stock closed at 11.72 euros this past Thursday, trading notably above this official bid.

Klöckner's board of directors and supervisory board continue to advise shareholders to accept the 11-euro offer. The outcome will be determined immediately after the deadline passes this coming Thursday. It will then be clear if Worthington Steel has attained the necessary majority to formally initiate legal steps for the SDAX-listed company's stock market exit.