Worthington Steel announced on March 31 2026 that it had exceeded the 57.5 % minimum acceptance threshold for its voluntary takeover offer of Kloeckner & Co, a key milestone that allows the deal to advance toward a definitive agreement.
The offer’s acceptance period began on February 5 2026 and concluded on March 26 2026. By the end of that period Worthington Steel had secured 58.8 % of Kloeckner’s issued share capital, surpassing the 57.5 % threshold; the company had already reached 56.9 % as of March 9, 2026, and the 58.8 % figure represents the final tally that clears the binding‑offer requirement.
The transaction is valued at approximately $2.4 billion (€2.1 billion). The offer price of €11.00 per share represents a premium of roughly 98 % over Kloeckner’s three‑month volume‑weighted average share price as of December 5 2025, underscoring Worthington’s willingness to pay a substantial premium for the strategic fit. The acquisition is expected to create the second‑largest steel service‑center company in North America, with combined annual revenues projected to exceed $9.5 billion and annual run‑rate synergies of about $150 million by 2028.
Post‑closing, Worthington plans to pursue a Domination and Profit and Loss Transfer Agreement with Kloeckner & Co and may consider delisting or a squeeze‑out of minority shareholders. The deal is expected to close in the second half of 2026, pending regulatory approvals and customary closing conditions.
Geoff Gilmore, President and CEO of Worthington Steel, said, "We are pleased with the strong support from shareholders during the initial acceptance period, which brings us an important step closer to completing the transaction." He added, "As we enter the additional acceptance period, we are delighted to provide shareholders with another opportunity to participate in the offer."
Kloeckner & Co reported a 2025 operating income of €171 million, up from €136 million in 2024, while sales fell slightly to €6.4 billion from €6.6 billion. Worthington Steel’s first quarter of fiscal 2026 (ended August 31 2025) showed net sales of $872.9 million, a 5 % increase from the prior year quarter, and net earnings attributable to Worthington of $36.8 million, up from $28.4 million. These financials illustrate the solid performance of both companies as they move toward integration.
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