Klöckner & Co Shareholders Brace for Final Deadline as Major Investor Doubles Down

Asset manager DWS rebuilds a 3.95% stake in Klöckner & Co., betting on a higher payout than Worthington Steel's €11/share offer as shares hit a 52-week high.

A significant move by a heavyweight investor has injected fresh momentum into the final days of Worthington Steel’s takeover bid for Klöckner & Co. Asset manager DWS has surprisingly rebuilt a major stake in the German steel distributor, crossing the 3% threshold to hold 3.95% of shares as of April 8. This strategic accumulation, disclosed just days before a key deadline, underscores the high-stakes gamble minority shareholders are taking by rejecting the initial cash offer.

The official bid from the US-based Worthington Steel stands at 11.00 euros per share. The market, however, is pricing in a far different outcome. Klöckner shares closed at exactly 12.30 euros on Friday, marking a fresh 52-week high and reflecting a staggering gain of over 50% since the start of the year. This substantial premium signals widespread investor belief that a more lucrative payout is on the horizon, fueled by the company's solid operational performance which saw its EBITDA rise to 171 million euros in 2025.

Worthington has already secured a commanding majority, holding approximately 58.8% of Klöckner’s capital following the acceptance by major shareholder Friedhelm Loh. With the minimum acceptance threshold long surpassed, the focus has shifted entirely to post-transaction procedures. The immediate next step is the expiration of the additional acceptance period this Tuesday, April 14.

Following that, the acquisition’s endgame will be dictated by legal formalities. Worthington intends to implement a domination and profit transfer agreement (BGAV) immediately after the deal is finalized. German law mandates a new, independent company valuation for this step, which will legally determine the compensation owed to remaining shareholders. Should Worthington’s stake eventually reach 90%, a squeeze-out to delist the company is also planned.

For investors holding out, the annual general meeting on May 20 in Düsseldorf is the next critical event. There, Worthington will seek formal approval for the control agreement. With its secured majority, the vote is considered a formality, but it will officially trigger the process for setting final compensation figures. The entire transaction is expected to close in the second half of 2026, pending regulatory approvals.

The company has assured that operational leadership under CEO Guido Kerkhoff will remain, and no site closures are planned. Yet, for the market and shareholders like DWS, the current play is purely financial. By ignoring the 11-euro bid and betting on a higher court-mandated appraisal, they are positioning for what they hope will be a significantly improved final offer.