Klöckner & Co SE Management Board and Supervisory Board recommend acceptance of Worthington Steel's public takeover offer
13.02.2026 - 08:06:33| Klöckner & Co SE / Key word(s): Statement Klöckner & Co SE Management Board and Supervisory Board recommend acceptance of Worthington Steel's public takeover offer 13.02.2026 / 08:06 CET/CEST The issuer is solely responsible for the content of this announcement. Publication of the joint response statement by the Management Board and Supervisory Board Both parties consider the offer price of €11.00 per share to be attractive, fair and reasonable Offer price represents a premium of approximately 98% on the undisturbed three-month volume-weighted average share price as of December 5, 2025 Acceptance period ends on March 12, 2026 Klöckner & Co is to continue operating independently under the current Management Board; no site closures or layoffs planned Düsseldorf (Germany), February 13, 2026 – The Management Board and Supervisory Board of Klöckner & Co SE ("Klöckner & Co") today published their joint response statement on the voluntary public takeover offer from Worthington Steel GmbH, a wholly owned subsidiary of Worthington Steel, Inc. (together, "Worthington Steel"). Following careful review of the offer document, the Management Board and Supervisory Board of Klöckner & Co have independently concluded that the offer is in the best interests of the company and its stakeholders. In assessing financial adequacy, the Management Board and Supervisory Board also considered the opinions of their respective financial advisors Goldman Sachs Bank Europe SE (for the Management Board) and Deutsche Bank (for the Supervisory Board). The Management Board and Supervisory Board of Klöckner & Co welcome the offer and recommend that Klöckner & Co shareholders accept Worthington Steel's offer and tender their shares. The members of the Management Board will tender all shares held by them into the offer. In addition, according to the bidder’s notification, SWOCTEM GmbH, the largest shareholder of Klöckner & Co, has already tendered its entire stake of approximately 41.53% in Klöckner & Co into the offer. Attractive premium for Klöckner & Co shareholders Worthington Steel is offering Klöckner & Co shareholders €11.00 in cash per share. The offer price represents a premium of approximately 81% on the closing price of the Klöckner & Co share on December 5, 2025, the last day before negotiations regarding a public takeover offer by Worthington Steel were publicly announced, and approximately 98% based on the undisturbed three-month volume-weighted average price of the Klöckner & Co share up to December 5, 2025. The Management Board and Supervisory Board consider the offer price to be attractive, fair and reasonable. Acceptance period ends on March 12, 2026 Worthington Steel published the offer document on February 5, 2026. The acceptance period is expected to end on March 12, 2026, at 24:00 hours (Frankfurt am Main local time). Klöckner shareholders can accept Worthington Steel's takeover offer through their custodian bank and tender their shares into the offer. The offer document issued by Worthington Steel as well as further information have been published at www.strong-for-good.com. Strategic significance of the combination The business combination agreement signed on January 15, 2026, between Klöckner & Co and Worthington Steel sets out the key parameters of the planned business combination. The objective of the agreement is to create a foundation for sustainable growth through the complementary orientation of both companies and to expand market presence in Europe and North America. As part of the partnership, Worthington Steel supports Klöckner & Co's strategy to focus on higher value-added products and services and commits to the long-term development of the group. The Management Board and Supervisory Board base their recommendation particularly on the following aspects: The offer is part of an overall plan to promote a long-term, sustainable strategic partnership and value creation for Klöckner & Co. Worthington Steel is pursuing a joint integration concept and intends to continue allowing Klöckner & Co to operate independently and under German law through the current Management Board. Klöckner & Co's capital and financial structure is to remain unchanged; in the event of change-of-control triggered terminations in financing agreements, Worthington Steel will provide sufficient funds for refinancing. The company's headquarters for the European business is to remain in Düsseldorf; closures of sites or facilities are not planned. Worthington Steel does not intend to undertake layoffs or adverse changes to working conditions, collective bargaining agreements or works councils. The composition of the Management Board remains unchanged and continues to enjoy the full confidence of the Supervisory Board. The size of the Supervisory Board also remains unchanged; Worthington Steel will be appropriately represented as a strategic partner following completion of the offer. Further conditions of the offer The offer is subject to a minimum acceptance threshold of 65% of Klöckner & Co's outstanding shares and customary regulatory approvals, including antitrust clearance. Following completion of the offer and depending on the acceptance rate, Worthington Steel intends, provided the company does not hold at least 90% of the share capital of Klöckner & Co, to enter into a domination and profit and loss transfer agreement with Klöckner & Co as a dependent company, or – in the case of a stake of at least 90% – to conduct a squeeze-out, in each case to the extent this is economically and operationally expedient. Furthermore, following completion of the offer, Worthington Steel will examine whether to initiate a delisting of Klöckner & Co shares from the regulated market of the Frankfurt Stock Exchange. The joint response statement by the Management Board and Supervisory Board of Klöckner & Co on the voluntary public takeover offer from Worthington Steel is available on Klöckner & Co's website and can be obtained free of charge from Klöckner & Co SE, Investor Relations, Peter-Müller-Straße 24, 40468 Düsseldorf. Important information The decision to accept or not to accept the offer should be made by each Klöckner & Co shareholder himself, taking into account the overall circumstances, his individual circumstances and his personal assessments of the future development of the value and market price of the Klöckner & Co shares. This press release does not constitute a supplement, explanation or summary of the joint response statement of the Management Board and the Supervisory Board pursuant to Section 27 of the WpÜG. Shareholders are advised to read the offer document, the response statement and all other announcements in connection with the takeover offer in full before deciding whether or not to accept the offer. The terms and conditions and other provisions relating to the voluntary public takeover offer can be found in the offer document. This press release is for informational purposes only and does not constitute a solicitation of an offer to sell or an offer to buy securities of Klöckner & Co SE. To the extent that forward-looking statements are contained in this document, they are not statements of fact and are identified by the words "will", "expect", "believe", "estimate", "intend", "seek", "anticipate" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of Klöckner & Co SE. Forward-looking statements are subject to risks and uncertainties that are usually difficult to predict and are usually beyond the control of Klöckner & Co SE. These expectations and forward-looking statements may prove to be inaccurate, and actual developments may differ materially from forward-looking statements. Klöckner & Co SE assumes no obligation to update forward-looking statements with regard to actual developments or events, conditions, assumptions or other factors. About Klöckner & Co: Klöckner & Co is now one of the largest producer-independent steel and metal processors and one of the leading service center companies. With its distribution and service network of around 110 warehouse and processing locations, primarily in North America and the “DACH” region (Germany, Austria and Switzerland), Klöckner & Co supplies more than 60,000 customers. Currently, the Group has more than 6,000 employees. Klöckner & Co had sales of some €6.6 billion in fiscal year 2024. By consistently implementing its corporate strategy, Klöckner & Co strives to become one of the leading service center and metal processing companies in North America and Europe. The focus is on continued targeted expansion of the service center and higher value-added business, diversification of the product and service portfolio as well as integration of additional CO2-reduced solutions under the Nexigen® umbrella brand. The shares of Klöckner & Co SE are admitted to trading on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with further post-admission obligations (Prime Standard). Klöckner & Co shares are listed in the SDAX® index of Deutsche Börse. ISIN: DE000KC01000; WKN: KC0100; Common Code: 025808576 Contact: Press Christian Pokropp – Press Spokesperson Head of Corporate Communications | Head of Group HR +49 211 88245-360 christian.pokropp@kloeckner.com Investors Fabian Joseph Head of Investor Relations +49 211 88245-488 fabian.joseph@kloeckner.com 13.02.2026 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group. The issuer is solely responsible for the content of this announcement. The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. View original content: EQS News |
| Language: | English |
| Company: | Klöckner & Co SE |
| Peter-Müller-Straße 24 | |
| 40468 Düsseldorf | |
| Germany | |
| Phone: | +49 (0)211-8824-5900 |
| E-mail: | info@kloeckner.com |
| Internet: | www.kloeckner.com |
| ISIN: | DE000KC01000 |
| WKN: | KC0100 |
| Indices: | SDAX |
| Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate BSX |
| EQS News ID: | 2275638 |
| End of News | EQS News Service |
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