Klöckner & Co Shareholders Look Beyond Initial Bid

Klöckner & Co stock trades above Worthington's €11 offer as investors anticipate a higher valuation from a planned domination agreement, despite Worthington's weak quarterly results.

The official takeover offer for Klöckner & Co is no longer the main event for investors. Shares in the German steel distributor are trading at €12.12, significantly above Worthington Steel's €11.00 per share bid, as the market shifts its focus to the next phase of the acquisition. This premium reflects widespread anticipation of a more lucrative payout for remaining shareholders.

Worthington Steel, which has already secured 58.78 percent of Klöckner's shares, announced in late March its firm intention to implement a domination and profit transfer agreement (BGAV) immediately after the initial offer concludes. This legal mechanism is central to current investor strategy. German law mandates a fresh company valuation for such an agreement, from which compensation and settlement rules for minority shareholders are derived. The market is betting this new appraisal will exceed the original bid price.

This speculation continues unabated even as Worthington reveals operational strain. The US company's recent quarterly results fell short of analyst expectations. Adjusted earnings per share came in at $0.27, well below the consensus forecast of $0.46. Its operating profit plummeted from $18.3 million to just $3.1 million, partly due to $15.4 million in advisory fees directly linked to the Klöckner transaction.

For its part, Klöckner showed modest improvement in its own operations for the 2025 fiscal year. The company reported sales of approximately €6.4 billion and narrowed its net loss from €176 million to €53 million. Shareholders are also set to receive a planned dividend of 20 cents per share.

The acceptance period for the initial €11 offer runs until April 14, but trading at current levels makes it largely irrelevant. The stock even hit a new 52-week high of €12.24 recently. With Worthington's controlling stake, securing the necessary shareholder majority to approve the BGAV at an upcoming general meeting is considered a formality.

Looking ahead, the formal completion of the €2.1 billion transaction is scheduled for the second half of 2026, pending regulatory approvals. Worthington is already evaluating subsequent structural measures. Depending on the final acceptance rate of its offer, the company is considering a full delisting of Klöckner's stock or a squeeze-out of any remaining minority investors.