The Management Board and Supervisory Board of Klöckner & Co have published their joint response to Worthington Steel’s delisting acquisition offer. Following separate assessments of the offer, both boards said they could recommend neither accepting nor rejecting it.
At the same time, the boards consider the planned delisting to be in the interests of Klöckner & Co. Worthington Steel already owns approximately 62% of the German steel distributor and intends to further integrate the two businesses.
Boards support strategic direction
According to Klöckner & Co, the proposed delisting should simplify corporate structures and provide greater strategic flexibility. The companies intend to strengthen their positions in Europe and North America, with a particular focus on higher value-added products and services.
The boards described Worthington Steel’s plans for the future development of Klöckner & Co as broadly positive. Their neutral recommendation therefore relates specifically to shareholders’ decision on the acquisition offer rather than to the delisting itself.
Worthington Steel is offering €11.00 per Klöckner & Co share.
Delisting to restrict share trading
The offer is not subject to a minimum acceptance threshold or other completion conditions. Klöckner & Co is expected to apply for the revocation of its Frankfurt Stock Exchange listing before the acceptance period ends, with the delisting expected to become effective immediately afterwards.
The company highlighted the implications for investors who retain their shares. Following the delisting, Klöckner & Co shares will no longer trade on the regulated Prime Standard market in Frankfurt. Liquidity is already reduced following Worthington Steel’s acquisition of its majority stake and could decline further. Some capital-market transparency and disclosure requirements will also cease to apply.
Shareholders therefore need to consider the potential limitations on liquidity and access to information when deciding whether to tender their shares.
Further structural changes possible
Worthington Steel announced in March that it intends to conclude a domination and profit and loss transfer agreement with Klöckner & Co. Such an agreement would provide remaining shareholders with additional rights, including the possibility of receiving cash compensation.
The amount has not yet been determined and could be either above or below the €11.00 offered under the current delisting acquisition offer.
The acceptance period for Worthington Steel’s offer is scheduled to end at midnight Frankfurt time on August 12, 2026.
