Worthington Steel (NYSE: WS) eases Kloeckner bid with 57.5% acceptance bar
Rhea-AI Filing Summary
Worthington Steel, Inc. announced that its subsidiary Worthington Steel GmbH has amended the terms of its voluntary all-cash takeover offer for Klöckner & Co SE. The minimum acceptance threshold has been reduced from 65% to 57.5% of Kloeckner’s issued share capital.
As a result of the amendment, the acceptance period is extended by two weeks and will now expire on March 26, 2026. As of March 9, 2026, Worthington Steel has secured approximately 56.9% of Kloeckner’s issued share capital, while the offer price remains at €11.00 in cash per share, a 98% premium to Kloeckner’s undisturbed three‑month volume‑weighted average share price on December 5, 2025.
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Insights
Lowering the acceptance threshold brings the Kloeckner acquisition much closer to completion.
Worthington Steel’s subsidiary cut the minimum acceptance level for the Kloeckner takeover from 65% to
The offer price of
If the offer completes, combining Worthington Steel with Kloeckner’s roughly
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
Amendment to Offer Document; Reduction of Minimum Acceptance Threshold
On March 10, 2026, Worthington Steel GmbH, a limited liability company established under German law (Gesellschaft mit beschränkter Haftung) (“Bidder”), a wholly owned indirect subsidiary of Worthington Steel, Inc., an Ohio corporation (the “Company” or “Worthington Steel”), published an amendment (the “Offer Amendment”) to the offer document, dated February 5, 2026 (the “Offer Document”), relating to its previously announced voluntary public cash takeover offer (the “Offer”) to the shareholders of Klöckner & Co SE, a European stock corporation (societas europaea) organized under the laws of Germany (“Kloeckner”). Pursuant to the Offer Amendment, Bidder reduced the minimum acceptance threshold of the issued and outstanding shares of Kloeckner (the “Kloeckner Shares”) required as a condition to the closing of the Offer from at least 65% to at least 57.5% of the Kloeckner Shares at the expiry of the acceptance period for the Offer (the “Acceptance Period”).
In addition, as a result of the Offer Amendment, the Acceptance Period has been extended by two weeks pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) and will now expire on March 26, 2026, subject to further extension under certain circumstances as set forth in the Offer Document.
| Item 7.01 | Regulation FD Disclosure.* |
On March 10, 2026, Worthington Steel issued a press release announcing the Offer Amendment. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by this reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Document Description | |
| 99.1* | Press Release, dated March 10, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). | |
| * | The information “furnished” in this Current Report on Form 8-K under Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. |
Important Information
This Current Report on Form 8-K and the materials included herewith constitute neither an offer to purchase nor a solicitation of an offer to sell Kloeckner Shares. The final provisions relating to the takeover offer are disclosed in the Offer Document, as amended. Bidder reserves the right to deviate from the key points set out herein and in the Offer Document, as amended, in the final terms of the takeover offer to the extent legally permissible. Investors and Kloeckner shareholders are strongly advised to read the Offer Document, as amended, and all other documents relating to the takeover offer, as they contain important information.
The Offer (as amended by the Offer Amendment, “takeover offer”) is being made exclusively on the basis of the applicable provisions of German law, in particular the WpÜG and certain securities laws provisions of the United States of America (the “United States” or “U.S.”). The takeover offer will not be made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, registrations, approvals or authorizations for the offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Investors and holders of Kloeckner Shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the Offer Document, as amended, and any exemptions to be granted by the relevant regulatory authorities, no takeover offer will be made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This Current Report on Form 8-K may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable national law.
Bidder and its affiliates or affiliates of its financial advisor reserve the right to directly or indirectly purchase or arrange to purchase Kloeckner Shares or any other securities that are convertible into, exchangeable for or exercisable for such Kloeckner Shares outside of the takeover offer, provided that such purchases or arrangements to purchase are not made in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases or arrangements to purchase, including the
number of Kloeckner Shares purchased or to be purchased and the consideration paid or agreed, will be published in German and English language without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction.
The takeover offer referenced in this Current Report on Form 8-K relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to Bidder and the company included elsewhere, including in the Offer Document, as amended, has been and will be prepared in accordance with provisions applicable in the Federal Republic of Germany and has not been and will not be prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to U.S. companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any other securities regulator. Kloeckner shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the takeover offer is being made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and the shares of which are not registered under Section 12 of the U.S. Exchange Act and that the company is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The takeover offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the U.S. Exchange Act, for a Tier II tender offer and will be principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the takeover offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The takeover offer is being made to the company’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the company to whom an offer is made. Any informational documents, including this Current Report on Form 8-K, will be disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the company’s other shareholders. To the extent that the takeover offer is subject to U.S. securities laws, such laws only apply to Kloeckner shareholders in the United States, and no other person has any claims under such laws.
Any agreement concluded with the bidder as a result of the acceptance of the planned takeover offer will be governed exclusively by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the takeover offer under the U.S. Securities Act (or other laws known to them) because the bidder and the company are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.
Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. This Current Report on Form 8-K includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the acquisition, the expected outcomes of the proposed acquisition, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates”, “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on the anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the acquisition, (ii) the ability of the parties to achieve the minimum requisite acceptance threshold of Kloeckner’s issued share capital at the end of the acceptance period, including as a result of the Offer Amendment, which gives Kloeckner shareholders who have tendered their Kloeckner Shares into the Offer prior to the publication of the Offer Amendment a statutory right to withdraw their acceptance of the Offer until the expiration of the acceptance period; (iii) the financing arrangements relating to the acquisition, (iv) the effects of the transaction on Worthington Steel’s and Kloeckner’s operations, including on the combined company’s future financial condition and
performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (v) the potential impact of the announcement or consummation of the proposed acquisition on relationships with customers, suppliers and other third parties, (vi) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vii) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. Further, it cannot be ruled out that Worthington Steel and/or Kloeckner will change their intentions and assessments expressed in documents or notifications or in amendments the Offer Document yet to be published after publication of the documents or notifications. This Current Report on Form 8-K speaks only as of the date hereof. Each of Worthington Steel and Kloeckner disclaims any duty to update the information herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WORTHINGTON STEEL, INC. | ||||||
| Date: March 10, 2026 | By: | /s/ Joseph Y. Heuer | ||||
| Name: | Joseph Y. Heuer | |||||
| Title: | Vice President - General Counsel and Secretary | |||||
Exhibit 99.1
Worthington Steel lowers minimum acceptance threshold for Kloeckner & Co offer to 57.5%
COLUMBUS, OHIO (March 10, 2026) – Worthington Steel (NYSE: WS) today announced that it has decided to reduce the mandatory threshold of the voluntary takeover offer for Kloeckner & Co SE (“Kloeckner”) to 57.5% and published the related amendment of the offer (the “Offer Amendment”). Worthington Steel will not increase the offer price or make any further changes to the offer.
As a result of reducing the minimum acceptance threshold, the acceptance period originally expiring on March 12, 2026, will now expire on March 26, 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.
Worthington Steel GmbH, the subsidiary established for the acquisition of Kloeckner, announced the intention to launch an all-cash offer at €11.00 in cash for all outstanding shares of Kloeckner on January 15, 2026. This represents a significant premium of 98% to the undisturbed three-month volume-weighted average share price of Kloeckner on December 5, 2025. The publication of the corresponding offer document and the start of the offer phase commenced on February 5, 2026. After a thorough review, the Management Board and Supervisory Board of Kloeckner have assessed the offer as attractive, fair and appropriate and recommend that Kloeckner shareholders accept the offer.
The offer document and Offer Amendment (in German and a non-binding English translation) and other information pertaining to the offer are available on the offer website at www.strong-for-good.com.
About Worthington Steel
Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future.
As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.
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About Kloeckner
Kloeckner is 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), Kloeckner supplies more than 60,000 customers. Currently, the Group has more than 6,000 employees. Kloeckner had sales of some €6.6 billion in fiscal year 2024. By consistently implementing its corporate strategy, Kloeckner 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 Kloeckner & 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). Kloeckner & Co SE shares are listed in the SDAX® index of Deutsche Börse.
ISIN: DE000KC01000; WKN: KC0100; Common Code: 025808576
Media Contacts:
Worthington Steel
Melissa Dykstra
Vice President, Corporate Communications and Investor Relations
Phone: 614-840-4144
Melissa.Dykstra@WorthingtonSteel.com
European Media Contact
Brunswick Group
Julia Klostermann
Director
+49 174-740-2796
Jklostermann@brunswickgroup.com
Important information:
This press release constitutes neither an offer to purchase nor a solicitation of an offer to sell Kloeckner shares. The terms and conditions relating to the offer (as amended by the Offer Amendment, the “takeover offer”) are set out in the offer document authorized for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and the Offer Amendment. The bidder reserves the right to deviate from the key points set out herein in the final terms of the takeover offer to the extent legally permissible. Investors and Kloeckner shareholders are strongly advised to read the offer document, the Offer Amendment and all other documents relating to the takeover offer as soon as they are published, as they contain important information. The takeover offer is exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz – WpÜG) and certain securities laws provisions of
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the United States of America (the “United States” or “U.S.”). The takeover offer is not made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable). Accordingly, no announcements, registrations, approvals or authorizations for the offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable). Investors and holders of Kloeckner shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no takeover offer is made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law. This press release may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the takeover offer would be prohibited by applicable national law.
The bidder and its affiliates or affiliates of its financial advisor reserve the right to directly or indirectly purchase or arrange to purchase Kloeckner shares or any other securities that are convertible into, exchangeable for or exercisable for such Kloeckner shares outside of the takeover offer, provided that such purchases or arrangements to purchase are not made in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases or arrangements to purchase, including the number of Kloeckner shares purchased or to be purchased and the consideration paid or agreed, will be published in German and English language without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction.
The published takeover offer referenced in this press release relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the bidder and Kloeckner included elsewhere, including in the offer document and the Offer Amendment, are prepared in accordance with provisions applicable in the Federal Republic of Germany and are not prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The takeover offer has not been submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any other securities regulator. Kloeckner shareholders whose place of residence, incorporation or place of habitual abode is in the United States should note that the takeover offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) and the shares of which are not registered under Section 12 of the U.S. Exchange Act and that the company is not subject to the periodic reporting requirements of the U.S. Exchange Act, and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The takeover offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the U.S. Exchange Act, for a Tier II tender offer and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, including with respect to the takeover offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The takeover offer is made to Kloeckner’s shareholders resident in the United States on the same terms and conditions
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as those made to all other shareholders of Kloeckner to whom an offer is made. Any informational documents, including this press release, will be disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the Kloeckner’s other shareholders. To the extent that the takeover offer is subject to United States securities laws, such laws only apply to Kloeckner shareholders in the United States, and no other person has any claims under such laws.
Any agreement concluded with the bidder as a result of the acceptance of the takeover offer is governed exclusively by the laws of the Federal Republic of Germany and shall be construed accordingly. It may be difficult for Kloeckner shareholders from the United States (or from jurisdictions other than Germany) to enforce their rights and claims arising in connection with the takeover offer under the U.S. Securities Act (or other laws known to them) because the bidder and the Kloeckner are located outside the United States (or the jurisdiction in which the shareholder is domiciled) and their respective officers and directors are domiciled outside the United States (or the jurisdiction in which the shareholder is domiciled). It may be impossible to sue a non-U.S. company or its officers and directors in a non-U.S. court for violations of U.S. securities laws. It may also be impossible to compel a non-U.S. company or its subsidiaries to submit to the judgment of a U.S. court.
Forward-looking statements
This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding Worthington Steel’s and Kloeckner’s plans, objectives, expectations and intentions related to the acquisition and the benefits of the transaction, the expected outcomes of the proposed acquisition, including estimated cost, operations and commercial synergies and the timeline to realize such synergies, the impact on Worthington Steel’s earnings, Worthington Steel’s expected pro forma net leverage ratio following the transaction and net leverage ratio goals following the transaction, the expected timeline for completing the acquisition, and other statements that are not historical or current fact and are characterized by terms like “expects,” “believes,” “anticipates”, “is of the opinion,” “tries,” “estimates,” “intends,” “plans,” “assumes” “may,” “will,” “would,” “should” and “aims” and similar expressions. Forward-looking statements are based on current intentions, assumptions or expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding Worthington Steel’s and Kloeckner’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on the anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the acquisition, (ii) the ability of the parties to achieve the minimum requisite acceptance threshold of Kloeckner’s issued share capital at the end of the acceptance period, including as a result of the Offer Amendment, which gives Kloeckner shareholders who have tendered their Kloeckner shares into the offer prior to the publication of the Offer Amendment a statutory right to withdraw their acceptance of the offer until the expiration of the acceptance period; (iii) the financing arrangements relating to the acquisition, (iv) the effects of the transaction on Worthington Steel’s and Kloeckner’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new
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combined company’s operations, (v) the potential impact of the announcement or consummation of the proposed acquisition on relationships with customers, suppliers and other third parties, (vi) the ability of the combined company to achieve the anticipated cost synergies or accretion to earnings per share, and (vii) the other factors detailed in Worthington Steel’s reports filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Worthington Steel’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. Further, it cannot be ruled out that Worthington Steel and/or Kloeckner will change their intentions and assessments expressed in documents or notifications or in the Offer Document yet to be published after publication of the documents, notifications or the Offer Document. This press release speaks only as of the date hereof. Each of Worthington Steel and Kloeckner disclaims any duty to update the information herein.
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FAQ
What did Worthington Steel (WS) change in its Kloeckner takeover offer?
When does the amended Worthington Steel offer for Kloeckner now expire?
How many Kloeckner shares has Worthington Steel secured so far?
What is the offer price Worthington Steel is paying for Kloeckner shares?
How do Kloeckner’s boards view Worthington Steel’s takeover offer?
Where can investors find the Worthington Steel Kloeckner offer documents?
Filing Exhibits & Attachments
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