Worthington Steel has entered into a Business Combination Agreement with Kloeckner & Co.
Listed in Germany, Kloeckner & Co. is a leading service center and metal processing company with approximately 110 locations across North America and Europe. It has broad product capabilities including carbon flat-roll steel (sheet and plate), electrical steel, aluminum, stainless steel and long products. Over the past few years, Kloeckner has been transitioning toward high value-added processing and fabrication via M&A and strategic growth initiatives.
The proposed acquisition represents a strong strategic fit and advances Worthington Steel’s growth strategy by strengthening its position in the North American metal processing sector.
It will create a larger and more diversified metals processing leader with an enhanced product offering and broader geographic reach. Once completed, the transaction will position Worthington Steel as the second largest steel service center company in North America by revenue.
The transaction broadens Worthington Steel’s product portfolio, end market exposure and geographic footprint. The combined company will benefit from greater scale, shared best practices and operational efficiency. Together, Worthington Steel and Kloeckner & Co will build upon their shared focus on safety, quality and operational excellence.
“This is a strategic and transformative step in Worthington Steel’s growth journey,” said Worthington Steel president and chief executive officer Geoff Gilmore. “Through the acquisition of Kloeckner & Co, we will enhance our offerings in high-value metals processing and create meaningful value for our shareholders, deeper relationships with our customers and suppliers, and growth opportunities for our employees. Worthington Steel and Kloeckner share a focus on operational excellence, innovation and disciplined execution. By integrating Kloeckner’s capabilities in North America and Europe, we will be stronger together, building a more resilient business and driving shareholder value.”
Attractive Transaction Economics
Worthington Steel has identified approximately $150 million in anticipated annual cost, operational and commercial process synergies primarily in North America. Synergies are expected to be fully realized by the end of Worthington Steel’s fiscal year 2028.
The transaction is expected to triple Worthington Steel’s scale in terms of sales representing approximately $9.5 billion of combined revenue while maintaining margins above 7 percent, including synergies.
The offer price implies an enterprise value of $2.4 billion and represents EV/EBITDA multiples of approximately 8.5x based on Kloeckner’s TTM EBITDA as of September 30, 2025, and 5.5x considering anticipated run-rate synergies of $150 million.
Furthermore, the acquisition is expected to be substantially accretive to Worthington Steel’s earnings per share within the first full year of operation.
Transaction Execution
Worthington Steel GmbH, the subsidiary established for the acquisition, intends to launch a voluntary public offer to acquire all outstanding shares of Kloeckner & Co. Kloeckner shareholders who choose to participate in the offer will receive €11 in cash for each Kloeckner & Co share tendered into the offer. Kloeckner’s Management and Supervisory board welcome the Offer and, subject to their review of the Offer Document, intend to recommend acceptance by Kloeckner’s shareholders. The Management Board and executive leadership are expected to remain in place following completion of the transaction.
SWOCTEM GmbH, Kloeckner’s largest shareholder, owning approximately 42 percent of shares, has entered into an Irrevocable Agreement with Worthington Steel whereby they have committed to tender their shares in support of Worthington Steel’s offer.
Completion of the offer will be subject to a minimum acceptance threshold of 65 percent of Kloeckner’s issued share capital at the end of the acceptance period and regulatory approvals. Completion of the offer is expected to occur in the second half of calendar year 2026. Further details of the voluntary tender offer will be set forth in an Offer Document in accordance with German securities laws.
The Offer Document will be submitted to the German Federal Financial Supervisory Authority (BaFin) for approval. Following BaFin approval, the Offer Document and all further information regarding the Offer will be published in accordance with the German Securities Acquisition and Takeover Act at www.strong-for-good.com.
Published February 2026
