お知らせ • Jun 04
Worthington Steel, Inc. (NYSE:WS) completed the acquisition of Klöckner & Co SE (XTRA:KCO) from SWOCTEM GmbH and others.
Worthington Steel, Inc. (NYSE:WS) entered into a Business Combination Agreement to acquire Klöckner & Co SE (XTRA:KCO) from SWOCTEM GmbH and others for approximately €1.1 billion on January 15, 2026. Worthington Steel intends to launch a voluntary public offer to acquire all outstanding shares of Kloeckner & Co. Kloeckner shareholders who choose to participate in the offer will receive €11 in cash for each Kloeckner & Co share tendered into the offer. The offer price implies an enterprise value of €2.06 billion. Worthington Steel expects to finance the transaction via a combination of cash on hand and new debt financing. The Offer will be fully financed via underwritten commitments and is not subject to any financing conditions. SWOCTEM GmbH owning approximately 42% of shares, has entered into an Irrevocable Agreement with Worthington Steel whereby they have committed to tender their shares in support of Worthington Steel’s offer. Wells Fargo and Citigroup have provided €1.62 billion financing for the acquisition.
Upon the successful completion of the transaction, the European headquarters of Klöckner & Co SE will remain in Düsseldorf, and the company will continue to operate independently under the current Management Board. The Supervisory Board's size will remain unchanged, although Worthington Steel plans to have appropriate representation on the board, reflecting its status as a strategic partner. Importantly, there are no plans for layoffs or site closures, and all existing works council agreements will remain in effect. Kloeckner’s Management and Supervisory board welcome the Offer and, subject to their review of the Offer Document, intend to recommend acceptance by Kloeckner's shareholders. Completion of the offer will be subject to a minimum acceptance threshold of 65% of Kloeckner’s issued share capital at the end of the acceptance period and regulatory approvals. Completion of the offer is expected to occur in the second half of calendar year 2026. Expected to be substantially accretive to Worthington Steel’s EPS within the first full year of operation.
As of February 5, 2026 Worthington Steel, Inc. (NYSE: WS) announced the commencement of the acceptance period for the voluntary public tender offer. As of February 13, 2026, the Management Board and Supervisory Board of Klöckner & Co SE have independently concluded that the offer is in the best interests of the company and its stakeholders. The Management Board and Supervisory Board consider the offer price to be attractive, fair and reasonable. The acceptance period is expected to end on March 12, 2026. As of March 9, 2026, Worthington Steel has secured approximately 56.9% of Kloeckner’s issued share capital. The consummation of the voluntary takeover offer remains subject to the fulfilment of the minimum acceptance threshold at the end of the acceptance period. As of March 10, 2026 Worthington Steel has reducing the minimum acceptance threshold to 57.5%. As a result of the adjusted acceptance threshold, the offer period was extended until March 26, 2026, from March 12, 2026. On March 13, 2026, the board of directors of Klöckner & Co SE unanimously approved the transaction and has recommended its shareholders to accept the offer. At the expiration of the initial acceptance period on March 26, 2026, the minimum acceptance threshold of 57.5% has been exceeded and the corresponding offer condition has been satisfied. Kloeckner shareholders who have not yet accepted the offer may do so during the additional acceptance period, which will commence on April 1, 2026 and expire on April 14, 2026. As of May 6, 2026, at the end of the additional acceptance period, Worthington Steel had secured roughly 61.87% of all outstanding Klöckner & Co shares. Shortly after the first acceptance period ended, Worthington Steel announced its intention to enter into a domination and profit and loss transfer agreement. The closing of the transaction is subject to the pending regulatory approvals and is expected for the second half of 2026. As of February 25, 2026, SWOCTEM GmbH has already tendered its entire stake of around 41.53% stake. On May 27, 2026, the German Federal Cartel Office granted merger control clearance in Germany for the Acquisition, which was the final Regulatory Condition required for the closing. Accordingly, all conditions set forth in the offer document have been satisfied and the Company and the transaction is expected to close on June 3, 2026. As of May 28, 2026, Worthington Steel, Inc. prices $700 Million Senior Secured Notes Offering and the funds from the offering will be utilized to fund the transaction.
Andina Partners International LLP and Bank of America are acting as financial advisors for Worthington Steel. Latham & Watkins LLP is serving as legal counsel for Worthington Steel. Christoph Neeracher and Philippe Seiler, Ronny Schmid, Nick Aschwanden, Dennis Loki, Laura Widmer, Sandra Schaffner, Faton Aliu, Dominique Simmen, Ruth Bloch-Riemer, Sébastien Di Natale, Patrick Neher, and Katharina Cardon of Bär & Karrer Ltd. acted as legal advisor for Worthington Steel. Goldman Sachs Bank Europe SE is acting as financial advisor for the Management Board of Klöckner & Co, and Hengeler Mueller is acting as its legal advisor. Thomas König, Michael Weiß, Börries Ahrens, and Ioannis Thanos of ,A&O Shearman acted as legal advisor for SWOCTEM GmbH. Frank Schlobach, Adrian Bingel, Markus Martin, Jan-Alexander Lange, Katja Lehr and Fritz Ludwig of Gleiss Lutz and Cravath, Swaine & Moore LLP acted as legal advisors to Wells Fargo on financing for the transaction. Deutsche Bank Aktiengesellschaft acted as financial advisor for the Supervisory Board of Klöckner & Co SE.
Worthington Steel, Inc. (NYSE:WS) completed the acquisition of Klöckner & Co SE (XTRA:KCO) from SWOCTEM GmbH and others on June 3, 2026. Worthington Steel has currently secured approximately 62% of Kloeckner’s outstanding shares. Worthington Steel intends to launch a Public Delisting Tender Offer for all outstanding Kloeckner shares not already held by Worthington Steel. The company expects to offer remaining Kloeckner shareholders €11 in cash per Kloeckner share. The Delisting Offer will not be subject to any closing conditions and will not include a minimum acceptance threshold.
