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Worthington Steel to Buy Kloeckner in $2.4 Billion All-Cash Deal

The acquisition would create the second-largest steel service center company in North America by revenue and deliver $150 million in annual synergies.

**Worthington Steel (WS) agreed to acquire Kloeckner & Co SE in an all-cash transaction valuing the German metals processor at $2.4 billion**, the company said Monday. The deal, structured as a voluntary public tender offer, would position Worthington as the second-largest steel service center operator in North America by revenue.

The offer price of €11 a share represents a 98% premium to Kloeckner’s undisturbed three-month volume-weighted average share price as of December 5, 2025. Worthington Steel GmbH, a subsidiary established for the acquisition, will launch the tender offer, with Kloeckner’s management and supervisory boards recommending shareholders accept the bid. The transaction is expected to close on June 3, 2026, pending regulatory approvals and the minimum acceptance threshold of Kloeckner’s issued share capital.

Worthington Steel said the acquisition would expand its geographic footprint, diversify its product portfolio, and generate $150 million in annual run-rate synergies by the end of fiscal 2028. The combined company would report approximately $9.5 billion in revenue, with margins expected to exceed 7% post-synergies. The deal is also projected to be substantially accretive to Worthington’s earnings per share within the first full year of operation.

"This is a strategic and transformative step in Worthington Steel’s growth journey," said Geoff Gilmore, president and CEO of Worthington Steel. "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".

Kloeckner & Co, listed in Germany (XETR: KCO), operates 110 warehouse and processing locations across North America and Europe, serving over 60,000 customers. The company’s product capabilities include carbon flat-roll steel, electrical steel, aluminum, stainless steel, and long products, complementing Worthington’s existing expertise in value-added metals processing. Kloeckner has been transitioning toward higher-margin processing and fabrication through M&A and strategic initiatives.

The deal follows Worthington’s broader push to consolidate the North American steel service center sector. In January, the company announced the acquisition of Kloeckner as part of a strategy to strengthen its leadership in metal processing, citing the combined entity’s enhanced scale and operational efficiencies. The transaction’s enterprise value-to-EBITDA multiple of 8.5x, or 5.5x including synergies, reflects the strategic fit and cost-saving potential.

Regulatory approvals and the tender offer’s acceptance threshold remain key conditions for closing. Worthington Steel has secured financing for the acquisition, including a $700 million aggregate principal amount of notes issued to fund the consideration and related costs. The company expects the deal to triple its revenue scale while maintaining disciplined capital allocation.