Minority Shareholders Await Final Payout as Klöckner Takeover Enters New Phase

Worthington Steel secures 58.78% of Klöckner & Co. A domination agreement is planned, with cash compensation for minority shareholders to be determined.

The extended acceptance period for Worthington Steel's takeover bid has now closed, cementing the acquisition of Klöckner & Co. For the remaining minority shareholders, however, the most critical chapter is just beginning. In an ad-hoc announcement released Friday, Klöckner & Co revealed that the US-based conglomerate intends to implement a domination and profit transfer agreement (DPLTA).

A Clear Majority Secured

By the conclusion of the acceptance period on March 26, tendered shares accounted for 49.44% of Klöckner's equity. When combined with Worthington Steel's existing holdings and financial instruments, this brings the company's total stake to an anticipated 58.78%. This figure comfortably surpasses the reduced minimum threshold of 57.5% set in March. A significant contributor to this outcome was major shareholder Friedhelm Loh, who tendered his approximate 41.5% stake.

The initial cash offer was set at €11.00 per share. Market pricing has since moved notably above that level, with the stock climbing to a new 52-week high of €12.10 on Friday.

The Path Forward for Remaining Investors

Market activity suggests an expectation that the cash compensation to be determined under the domination agreement could exceed the original takeover price. This speculation has a solid foundation: valuations for a DPLTA typically place greater emphasis on current earnings performance and future cash flows than a standard acquisition bid does. Klöckner & Co recently reported an expected improvement in its operating result for the 2025 fiscal year—a factor independent appraisers are obligated to consider in their assessment.

Once the DPLTA is finalized, minority shareholders will be entitled to an annual guaranteed dividend as well as a cash settlement offer. The precise amounts for both will only be established following the completion of an independent business valuation.

Shareholder Vote Pending

Formal approval from Klöckner's annual general meeting is required to enact the domination pact. Given the new ownership structure, this vote is considered a procedural formality, though a specific date has not yet been scheduled. Operationally, the company is expected to maintain its independence under CEO Guido Kerkhoff for the time being, while synergies with Worthington Steel are gradually realized, primarily within the North American market. For investors who remain shareholders, the definitive cash compensation figure stands as the final and most crucial data point.