Klöckner Shareholders Face a Critical Week

Worthington Steel's 65% acceptance threshold unmet days before deadline. Share price at 52-week high as crucial annual report could sway final shareholder decision.

Two pivotal events are converging for Klöckner & Co, creating a tense finale for investors. The acceptance period for Worthington Steel's takeover bid concludes in just three days, yet the crucial minimum threshold remains unmet. Compounding the situation, the company is scheduled to release its 2025 annual report on March 11. This unusual timing could provide the final catalyst for undecided shareholders in the hours before the deadline expires.

Trading at 11.10 euros at Friday's close, the share price reached a fresh 52-week high. This level intensifies scrutiny on whether a sufficient number of free-float shareholders will tender their holdings to the cash offer.

The 65% Hurdle

For the transaction to proceed, Worthington Steel requires a minimum acceptance rate of 65% of all outstanding shares. As reported in early March, the acceptance level stood at approximately 53%. This figure is particularly notable because the major shareholder, Swoctem GmbH, has already committed its entire 41.53% stake. The implication is clear: a significant portion of the remaining free float must be tendered in the coming days, or the deal will collapse.

Should the quota not be achieved by the deadline of March 12 (24:00 Frankfurt time), the offer will lapse. Any shares already tendered would be returned to investors.

Cash Offer and Potential Next Steps

Worthington's bid stands at 11.00 euros per share in cash. Following a review that included assessments from its financial advisors (Goldman Sachs Bank Europe and Deutsche Bank), Klöckner & Co's management and supervisory boards have concluded the offer is in the company's best interest.

The merger agreement outlines key operational plans should the deal succeed. The European headquarters would remain in Düsseldorf, and the business would continue to be managed independently by the existing executive board.

The final level of acceptance will dictate subsequent steps. With a stake of less than 90%, Worthington would pursue a domination and profit transfer agreement. Ownership of at least 90% would enable a squeeze-out of remaining minority holders. Furthermore, Worthington intends to evaluate initiating a delisting from the regulated market of the Frankfurt Stock Exchange post-transaction.

Annual Report as a Potential Deciding Factor

The publication of the 2025 financial statements on March 11—immediately before the offer period ends—adds a layer of strategic complexity. Such fresh data, arriving just before a critical deadline, often serves as a key reference point for shareholders weighing whether to accept an offer or hold out for alternative outcomes.

This period has also seen activity in the shareholder register. UBS Group AG reported threshold crossings on March 4 and 5. Its latest disclosed total holding ranges between 3.59% and 3.83%, comprising direct voting rights and instruments such as equity swaps and recall rights on lent shares.

The conclusion is now imminent. By March 12, it will be determined if Worthington can lift the acceptance rate from the current roughly 53% to the required minimum of 65%. The March 11 release of the 2025 annual report may well deliver the final substantive impetus for that decision.