Klöckner & Co Shareholders Hold Out for a Better Deal

With Klöckner's share price above Worthington Steel's €11.00 offer, investors await a better deal via a mandatory domination agreement and valuation process.

The clock is ticking on Worthington Steel's extended acceptance period for Klöckner & Co, but the market is already looking past it. With the share price trading firmly above the official offer, minority shareholders are betting on a more lucrative payout down the line, a sentiment underscored by major investors repositioning their stakes.

Investment firm DWS has dramatically reduced its exposure, slashing its voting rights stake from 3.30% to a mere 0.22%. The company cited the return of share collateral as the reason. This move highlights the current disconnect: while Worthington Steel's bid stands at €11.00 per share, Klöckner's stock closed at €12.14, hovering near a 52-week high of €12.24 reached just this Wednesday. The price premium makes the official tender financially unattractive for most investors.

Worthington Steel already controls approximately 58.8% of Klöckner's share capital, a commanding position secured largely by the early acceptance of former major shareholder Friedhelm Loh, who tendered his stake of over 41%. The final acceptance period runs until Tuesday, April 14th, at midnight, but with the market price acting as a ceiling, significant additional uptake appears unlikely.

The focus has now shifted to the next phase of the takeover. Worthington Steel informed Klöckner in late March of its firm intention to conclude a domination and profit transfer agreement (D&PTA). This legal instrument would grant the US firm direct operational and financial control. Crucially, German law mandates an independent company valuation to determine appropriate compensation for minority shareholders, a process that investors expect will yield a higher per-share payment than the current €11.00 bid.

Operationally, Klöckner shows signs of strength, supporting the robust share price. The steel distributor reported a significant improvement in its operating result for 2025, driven by a strategic shift toward higher-value products and targeted divestments in the US. Management, led by CEO Guido Kerkhoff, has explicitly ruled out site closures, suggesting operational continuity under the new majority owner.

Further structural changes are being considered. If Worthington's stake reaches 90% following all purchases, a squeeze-out of remaining minority holders becomes a possibility. A full delisting from the Frankfurt Stock Exchange is also under review. The final transaction hinges on regulatory approvals, expected in the second half of 2026. Only after this final closing will Worthington present the domination agreement to shareholders for a vote, formally triggering the legally binding compensation process.

The shifting ownership landscape will be on display at Klöckner's annual general meeting in Düsseldorf on May 20th. For now, the market's message is clear: shareholders are holding their stock, speculating on a sweeter deal once the legal machinery of full control is set in motion.