WS · Worthington Steel, Inc.

Worthington Steel's tender offer for Klöckner & Co SE has achieved a critical milestone by surpassing the 57.5% minimum acceptance threshold during the initial period ending March 26, 2026, securing approximately 58.8% of the target’s issued share capital through tendered shares and other voting instruments. This positions the company favorably for transaction closure, anticipated in the second half of 2026 pending regulatory approvals. The €11.00 per share cash offer, launched January 15, 2026, offers a substantial 98% premium to Kloeckner’s undisturbed three-month volume-weighted average price as of December 5, 2025, which contributed to strong shareholder response. Kloeckner’s Management Board and Supervisory Board have endorsed the offer as attractive, fair, and appropriate, further supporting momentum. An additional acceptance period from April 1 to April 14, 2026, provides non-tendering shareholders another opportunity to participate. Post-closing, Worthington Steel plans a domination and profit and loss transfer agreement (DPLTA), expressing confidence in securing general meeting approval, alongside potential delisting or squeeze-out measures based on market conditions and acceptance levels. This acquisition advances Worthington Steel’s strategy in metals processing, combining its North American expertise with Kloeckner’s European and North American service center network serving over 60,000 customers.