Worthington Steel enters into business combination agreement to acquire Klöckner & Co SE for €11.00 per share

Worthington Steel, Inc.

Bidder Worthington Steel GmbH launched a voluntary public cash tender offer at €11.00 per Kloeckner share.
SWOCTEM, holder of ~42% of Kloeckner shares, entered into irrevocable undertaking to accept the offer.
Worthington Steel secured equity commitment of up to €1,632,000,000 and debt financing commitments of US$1.9 billion.
Offer subject to regulatory clearances, minimum 65% acceptance threshold, and other conditions.
Company amended its revolving credit facility to permit consummation of the offer.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Worthington Steel, Inc. entered into BCA with Klöckner & Co SE valued at €11.00 for each Kloeckner Share (effective 2026-01-15).

Action: entry
Agreement: merger
Counterparty: Klöckner & Co SE
Value: €11.00 for each Kloeckner Share
Effective: 2026-01-15

Exact text from the filing

On January 15, 2026, Worthington Steel, Inc., an Ohio corporation (the “ Company ” or “ Worthington Steel ”), and Worthington Steel GmbH, a limited liability company established under German law ( Gesellschaft mit beschränkter Haftung ) (“ Bidder ”), and Klöckner & Co SE, a European stock corporation ( societas europaea ) organized under the laws of Germany (“ Kloeckner ”), entered into a business combination agreement (the “ BCA ”).

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Worthington Steel, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-019521

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