The management and supervisory board of the German steel distributor Klöckner & Co declined to recommend to shareholders either to accept or reject Worthington Steel's offer to acquire the company at a price of 11.00 euros per share, the company said in a statement.
After a separate review of the proposal document, both boards of directors concluded that the proposed delisting was in the best interests of Klöckner. According to them, closer integration with Worthington Steel should simplify the company structure, provide greater strategic flexibility and support growth in Europe and North America, especially in the production of products and services with higher added value.
Worthington Steel makes the offer through its subsidiary Worthington Steel GmbH, which is wholly owned by the company. She already controls about 62% of Klöckner shares.
The offer does not require any conditions to be fulfilled and can be implemented regardless of the level of acceptance. Klöckner intends to apply for cancellation of its listing on the Frankfurt Stock Exchange no later than seven business days before the end of the acceptance period. Thus, it is expected that the exclusion from the list will take effect immediately after the expiration of the specified period.
Kloeckner warned that shareholders retaining their shares are likely to face a significant reduction in liquidity after delisting. The shares will cease trading on the regulated Prime Standard market in Frankfurt, while some transparency and disclosure requirements will no longer apply.
In March, Worthington Steel also announced that it intended to enter into a dominance and profit and loss transfer agreement with Klöckner. Kloeckner noted that the monetary compensation available to minority shareholders under any such agreement has not yet been determined and may be higher or lower than the current offer price.
The offer acceptance period will end at midnight Frankfurt time on August 12, 2026.
Source: kloeckner.com
