Klöckner & Co Shareholders Hold Key to Worthington Steel Takeover Fate

Worthington Steel's €2.1B bid for Klöckner & Co expires March 12. Deal needs 65% shareholder acceptance; currently at 53%. Outcome will determine share price direction.

The future ownership of German steel distributor Klöckner & Co hangs in the balance, with a critical deadline looming this week. Acceptance of the takeover bid from US-based Worthington Steel expires at midnight on Thursday, March 12, and the deal remains short of its minimum acceptance threshold.

A Premium Offer and a Strategic Vision

Worthington Steel’s cash offer of €11.00 per share represents a significant premium of approximately 81% over Klöckner’s share price on December 5, 2025, the last trading day before merger talks became public. The transaction values the entire company at €2.1 billion. As part of the agreement, shareholders are also promised a dividend of up to €0.20 per share for the 2025 fiscal year.

Strategically, the combined entity aims to bolster its market position across Europe and North America, focusing on higher-margin, specialized products. This direction aligns with Klöckner’s own recent moves, including the sale of eight US distribution locations in January.

The Crucial Hurdle: Free Float Acceptance

The primary obstacle to the deal’s success lies with Klöckner’s shareholder base. While major shareholder Swoctem—the holding company of Friedhelm Loh—has tendered its entire 41.53% stake, overall acceptance stood at just 53% in early March. To reach the mandatory 65% minimum, an additional twelve percentage points must be secured from the free float by the Thursday deadline. So far, only about eleven percent of freely traded shares have been tendered.

Both Klöckner’s management and supervisory boards have recommended accepting the offer, a position supported by independent fairness opinions from Goldman Sachs and Deutsche Bank. However, this endorsement has thus far failed to convince a sufficient portion of the retail and institutional investors holding the free float.

Two Potential Paths After the Deadline

The outcome on March 12 will dictate one of two starkly different scenarios.

Should the bid fail to achieve the 65% minimum acceptance, the entire offer will lapse. All shares already tendered would be returned to their owners, and Worthington Steel would be left without its acquisition target.

If the threshold is met, the final acceptance level will determine the next steps. An acceptance rate below 90% would likely lead to a domination and profit transfer agreement. Should tenders reach or exceed 90%, Worthington would be positioned to execute a squeeze-out of remaining minority holders. Concurrently, Worthington is evaluating a delisting of Klöckner shares from the Frankfurt Stock Exchange.

The immediate consequence for Klöckner’s share price is clear. Its value is likely to remain near its current level—close to its 52-week high of €11.10—if the deal proceeds. A failed bid, however, could trigger a substantial decline. The decision rests with shareholders until the clock strikes midnight on Thursday.