Worthington Steel plans to acquire Germany-listed Kloeckner & Co. in a cash tender offer that would create a more diversified, larger-scale metals processing platform and make Worthington Steel the No. 2 steel service center company in North America by revenue.
Under a Business Combination Agreement, Worthington Steel would launch a voluntary public offer for all outstanding Kloeckner shares at €11 per share in cash, implying an enterprise value of about $2.4 billion. Kloeckner operates roughly 110 locations across North America and Europe and supplies more than 60,000 customers, with product capabilities spanning carbon flat-roll steel, electrical steel, aluminum, stainless steel and long products.
Worthington Steel said the deal would significantly expand its product portfolio, end-market exposure and geographic footprint, while also providing additional high-value processing and fabrication capabilities. The company said it expects the combined business to generate about $9.5 billion in revenue and maintain margins above 7%, inclusive of anticipated synergies.
Worthington Steel identified approximately $150 million in annual cost, operational and commercial process synergies, primarily in North America, which it expects to fully realize by the end of its fiscal 2028. On valuation, Worthington Steel said the offer implies an EV/EBITDA multiple of ~8.5x based on Kloeckner’s trailing 12-month EBITDA as of Sept. 30, 2025, and about 5.5x when factoring in the expected synergies. Worthington Steel also said the acquisition should be substantially accretive to EPS in the first full year after closing.
The deal requires a minimum acceptance threshold of 65% of Kloeckner’s issued share capital at the end of the acceptance period, along with regulatory approvals. Worthington Steel expects completion in the second half of 2026. Kloeckner’s Management and Supervisory Board said they welcome the offer and, subject to reviewing the offer document, intend to recommend shareholders accept. Worthington Steel said Kloeckner’s current management and executive leadership are expected to remain in place after closing.
Kloeckner’s largest shareholder, SWOCTEM GmbH, which owns about 42%, has signed an irrevocable agreement to tender its shares in support of Worthington Steel’s offer. Worthington Steel said it will finance the purchase with a combination of cash on hand and new debt, supported by fully underwritten commitments, and that the offer is not subject to financing conditions.
Worthington Steel expects pro forma net leverage to be around 4.0x at closing, including synergies, and said its near-term priority will be deleveraging and synergy capture. The company said it is targeting net leverage below 2.5x within 24 months after closing while maintaining its dividend and a conservative capital allocation posture.
KEY QUOTES:
“This is a strategic and transformative step in Worthington Steel’s growth journey. 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.”
Geoff Gilmore, President and CEO, Worthington Steel
“This transaction is the right step for Kloeckner & Co as we continue to build on our strengths and position our business for the future. Worthington Steel brings complementary capabilities, a highly respected reputation and an experienced leadership team that shares our focus on operational excellence and strategic growth. The combination of both companies offers compelling value to all our stakeholders, and we are excited that Kloeckner will be even better positioned to execute our strategic plan, serve our customers and support the long-term success of our people.”
Guido Kerkhoff, CEO, Kloeckner & Co
