The global metal processing landscape is set for a significant realignment following the announcement that Klöckner & Co SE and Worthington Steel, Inc. have signed a definitive business combination agreement. This strategic partnership, structured as a voluntary public takeover offer, aims to integrate the complementary strengths of both organizations to establish the second-largest steel service center entity in North America while substantially expanding their joint European presence.
Under the financial terms of the agreement, Worthington Steel has committed to an all-cash offer of €11.00 per share for all outstanding Klöckner & Co stock. This valuation represents a substantial 98% premium over the undisturbed three-month volume-weighted average share price as of December 5, 2025, and implies a total enterprise value of approximately €2.1 billion. The transaction carries an EV/EBITDA multiple of roughly 8.5x based on trailing twelve-month performance, though this figure is expected to compress to 5.5x once the anticipated $150 million in annual run-rate synergies are fully realized by fiscal year 2028.
The strategic rationale for the merger centers on creating a global powerhouse with combined annual revenues exceeding $9.5 billion and consistent EBITDA margins above 7%. By merging Worthington’s North American industrial scale with Klöckner’s sophisticated European distribution network and digital infrastructure, the combined group will offer an unparalleled portfolio of high-value-added products and services. To ensure operational stability and continuity, the parties have agreed that Klöckner & Co will maintain its European headquarters in Düsseldorf and continue to operate independently under the leadership of its current Management Board, led by CEO Guido Kerkhoff.
Governance and stakeholder alignment have been prioritized throughout the negotiation process, with the Management and Supervisory Boards of Klöckner & Co officially endorsing the offer as a fair reflection of the company’s intrinsic value. The transaction has already secured critical backing from major stakeholders, including an irrevocable tender agreement from SWOCTEM GmbH for its 41.53% stake and a commitment from Klöckner’s executive leadership to tender their personal holdings. Furthermore, the agreement includes robust social guarantees, stipulating that no layoffs or site closures are intended and that all existing works council agreements will remain fully in effect.
Looking ahead, Worthington Steel intends to fund the acquisition through a combination of existing cash reserves and new debt financing. While pro forma net leverage is projected at 4.0x at the time of closing, the company has outlined a clear path to reduce this ratio to below 2.5x within the subsequent 24 months. The takeover remains subject to a minimum acceptance threshold of 65% of outstanding shares and the granting of customary regulatory clearances, with the parties currently targeting a successful closing in the second half of 2026.