Market Anticipates Higher Payout as Klöckner Takeover Enters Final Phase

The acquisition of German steel distributor Klöckner & Co by its American rival, Worthington Steel, is approaching its conclusion. Despite a firm cash offer of €11.00 per share, Klöckner’s stock price surged to a three-year peak of €12.18 in Thursday’s trading session. This significant premium over the official bid price signals strong investor confidence that more favorable terms will emerge in the transaction’s next stage.

Key Shareholder Paves the Way

Worthington Steel’s ability to reach this final phase is largely attributed to the support of major shareholder Friedhelm Loh. By tendering his entire 41.5% stake, Loh secured a total acceptance rate of 58.65% for the bidder, comfortably surpassing the self-imposed minimum threshold. The total transaction value stands at approximately €2.1 billion.

Shareholders wishing to accept the initial €11.00 offer must do so by the final acceptance deadline of April 14 at midnight. This price already incorporates a substantial 98% premium over the volume-weighted average share price from the three months preceding the deal’s announcement last December. Both Klöckner’s management and supervisory boards have endorsed the offer as attractive and recommended its acceptance.

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

Liquidity to Decline as Focus Shifts to Domination Agreement

Following the deal’s expected closing in the second half of 2026, pending regulatory approvals, Worthington intends to implement a domination and profit transfer agreement. For remaining minority shareholders, this triggers legally mandated compensation and appraisal rights. These payments will be calculated based on a new statutory company valuation, which frequently results in a higher per-share amount than the initial takeover bid.

Market observers interpret the current share price trading above the offer as anticipation of these forthcoming appraisal proceedings. The US acquirer also reserves the right to pursue a delisting or a squeeze-out of remaining minority holders. As the free float continues to shrink in the coming weeks, trading liquidity for Klöckner shares is anticipated to diminish noticeably. The final compensation figure will only be determined when the specific terms of the domination agreement are presented later in the second half of this year.