Klöckner & Co Acquisition Faces Critical Shareholder Deadline

The proposed acquisition of German steel distributor Klöckner & Co by US-based Worthington Steel has entered a decisive and uncertain phase. With a key deadline fast approaching, the transaction’s completion is now in serious doubt as the buyer has reportedly failed to secure sufficient shareholder acceptances and is exploring contingency plans.

Acceptance Threshold Remains Elusive

For the voluntary public takeover offer to succeed, Worthington Steel must secure tenders for a minimum of 65% of Klöckner & Co’s outstanding shares. The acceptance period for this offer is set to conclude on March 12, 2026.

However, according to a report in the Börsen-Zeitung on March 2, the current acceptance level stands at only approximately 53%. A significant portion of this figure stems from a single major shareholder. The investment vehicle SWOCTEM GmbH, controlled by large stakeholder Friedhelm Loh, has already tendered its holding of 41.53%.

This leaves a substantial gap to bridge before the deadline, raising urgent questions in the market about whether Worthington can attract enough remaining shareholders to meet the critical 65% threshold in the time remaining.

Buyer Considers Fallback Strategies

The potential failure to reach the required acceptance level has prompted Worthington to evaluate its options. The same report indicates the US company is actively reviewing strategic alternatives. This suggests Worthington is not solely reliant on the Klöckner deal and is assessing other potential opportunities should it be unable to gain control of the steel distributor.

Should investors sell immediately? Or is it worth buying Klöckner?

The cash offer on the table is €11.00 per share. Reflecting the deal’s uncertainty, Klöckner’s share price closed at €11.04 on Tuesday, trading virtually in line with the offer price. This market movement highlights the extent to which the stock’s valuation is currently being driven by the perceived probability of the acquisition’s success.

Board Backing and Strategic Rationale

In mid-February, Klöckner’s management board and supervisory board jointly recommended shareholders accept Worthington’s offer. They assessed the €11.00 per share price as “attractive and appropriate,” citing a premium over historical average trading prices prior to the announcement of takeover discussions.

The companies have outlined plans to merge their operations, aiming to create a stronger combined market presence across Europe and North America. Furthermore, Worthington has indicated that, upon successful completion of the transaction, it would consider taking Klöckner & Co private via a delisting from the stock exchange.

The narrative now hinges entirely on the calendar. Worthington Steel has until the close of business on March 12, 2026, to increase the acceptance rate from the current ~53% to the mandatory minimum of 65%. Failure to do so will likely destabilize the entire planned transaction.