Worthington Steel Signs Kloeckner Domination Pact

The Tip Desk · October 26, 2026 · 2 min read

The metals processor signed a German DPLTA that would give it full legal control of Kloeckner after a June takeover offer.

Worthington Steel, Inc. (WS) announced that its wholly owned subsidiary, Worthington Steel GmbH, signed a domination and profit and loss transfer agreement with Klöckner & Co SE, a pact that, once effective, would give the metals processor full legal control of the German service-center company.

The step follows a long German-style sequence. On June 3, 2026, Worthington Steel completed a voluntary public takeover offer and secured approximately 62% of Kloeckner’s outstanding shares. Kloeckner shares were delisted from the regulated market of the Frankfurt Stock Exchange effective August 12, 2026.

The DPLTA is the remaining legal bridge to full control. Until it takes effect, Worthington Steel can name members of Kloeckner’s supervisory board, which oversees and appoints the management board, but does not legally control the target. Once the agreement is in place, the company said it will have full control, including the ability to consolidate entities, direct cash flows and pledge Kloeckner assets as collateral.

The pact is subject to approval by Kloeckner shareholders. At least 75% of the share capital represented must approve the agreement at a Kloeckner general meeting. An extraordinary general meeting is expected on October 23, 2026. After shareholder approval and remaining steps, the DPLTA becomes effective upon registration with the commercial register at Kloeckner’s registered seat, at the earliest on January 1, 2027.

The original January 15, 2026, all-cash offer stood at €11.00 a share, a 98% premium to Kloeckner’s undisturbed three-month volume-weighted average share price as of December 5, 2025. The offer implied an enterprise value of $2.4 billion. Worthington Steel said the combination would create the second-largest steel service center company in North America with over $9.5 billion of combined revenue and identified about $150 million of anticipated annual run-rate synergies, expected to be fully realized by the end of fiscal 2028.

“We are pleased to have reached another important milestone in bringing Worthington Steel and Kloeckner together,” said Geoff Gilmore, president and CEO of Worthington Steel. “We continue to make good progress through the planned steps in the process. Subject to the required shareholder approval and completion of the remaining steps, we look forward to moving into the next phase in our combination and to working together to realize the opportunities ahead.”

Worthington Steel, a metals processor focused on carbon flat-roll steel, electrical steel laminations and tailor-welded solutions, said the takeover was expected to broaden its product portfolio, diversify end-market exposure and strengthen its geographic footprint across North America and Europe.