Klöckner & Co Shareholders Approve Acquisition by Worthington Steel

Worthington Steel's takeover bid for Klöckner concludes, with the US firm securing 56.9% of shares. Klöckner reports a narrowed 2025 loss and rising EBITDA ahead of the deal.

The acceptance period for Worthington Steel's takeover bid for Klöckner & Co concludes today, with the outcome all but certain. The US steelmaker has already secured 56.9% of Klöckner's share capital, coming within a fraction of the revised minimum acceptance threshold of 57.5%. This threshold was lowered from an initial 65%, paving the way for the deal's completion.

Shareholders are being offered a substantial premium of 98% over the volume-weighted three-month average share price from December 5, 2025. Klöckner's management and supervisory boards have issued a supplemental statement supporting the offer. In recent activity, JPMorgan reduced its stake from 5.57% to 4.80%, falling below the mandatory reporting threshold of 5%, as other institutional investors also reposition their holdings.

Financial Performance Shows Marked Improvement

As it approaches this corporate milestone, Klöckner's operational health has strengthened considerably compared to a year ago. The company reported a significantly narrowed net loss of €53 million for 2025, a notable improvement from a loss of €176 million the previous year. Adjusted EBITDA rose by a quarter to €171 million, though this landed at the lower end of the company's own forecast range.

Revenue saw a 3% decline to €6.4 billion, attributed to lower steel prices and currency effects. However, operational cash flow remained positive for the fourth consecutive year, reaching €110 million. This recovery has been supported by a strategic portfolio streamlining, including the sale of its Brazilian subsidiary and the divestment of eight US distribution sites.

Proceeds from these sales are being channeled into three major North American projects. These include an aluminum flat-rolling mill in Columbus, Mississippi, slated for operation in 2027, and a laser blanking line in Mexico expected to commence in Q2 2026. CEO Guido Kerkhoff highlighted that higher-margin processing products, which now account for approximately 44% of total revenue, generate the majority of the group's EBITDA.

Forecasts Point to Higher Profitability

Looking ahead to 2026, Klöckner's management anticipates stable sales volumes and a significant increase in adjusted EBITDA, despite the recent divestment of US locations. Guidance for the first quarter is set within a broad range of €20 to €60 million, reflecting the ongoing transitional period. The company's dividend will be maintained at €0.20 per share.

Post-acquisition, Klöckner is expected to retain its Düsseldorf headquarters and continue operating independently under its existing executive board. The agreement also stipulates no job losses or site closures as a result of the takeover. On the market, Klöckner shares have more than doubled from their 52-week low of €5.17 in November, currently trading at €11.80, just below recent record levels.