The American steel giant Worthington Steel has secured a controlling stake in Düsseldorf-based steel distributor Klöckner & Co and is now initiating steps for its complete operational integration. Following the initial acceptance period, Worthington holds 58.78% of Klöckner’s shares and has signaled its intention to bring the German company fully under its corporate umbrella.
Formal Domination Agreement Proposed
On March 27, 2026, Worthington Steel formally notified Klöckner & Co of its plan to enact a domination and profit transfer agreement (BGAV). This legal framework would grant the U.S. parent company the authority to issue direct instructions to Klöckner’s management board and legally consolidate the cash flows of both entities. Minority shareholders would be entitled to statutory compensation and cash settlement payments, determined through an official company valuation.
The agreement’s effectiveness is contingent upon approval at a Klöckner shareholder meeting. With its existing stake nearing 59%, Worthington expresses confidence in securing the necessary majority vote. A pivotal role in reaching the initial acceptance threshold was played by major shareholder Friedhelm Loh, who tendered his approximately 41.5% stake into the offer.
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Share Price Exceeds Offer, Hinting at Higher Settlement
Klöckner shareholders who have not yet accepted the takeover bid may still tender their shares at the offer price of €11.00 until April 14, 2026. This price represents a 98% premium over the volume-weighted three-month average share price recorded on December 5, 2025.
Market activity suggests investors anticipate a potential upward revision. Notably, on April 2, 2026, Klöckner shares climbed to €12.18, marking a three-year high and trading significantly above the current offer price. This movement indicates market expectations for a potentially higher cash settlement to be established during the BGAV process.
Looking ahead, Worthington is evaluating end-game scenarios post-transaction, including a potential delisting or a squeeze-out of remaining minority holders. The entire transaction remains subject to regulatory approvals, with final completion anticipated in the second half of 2026. Operational leadership under CEO Guido Kerkhoff will remain in place for the time being, and management has explicitly ruled out any site closures or layoffs.
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