Klöckner & Co SE Management and Supervisory Boards reiterate recommendation to accept Worthington Steel takeover offer

• Supplement to joint response statement published following Worthington Steel’s decision to lower the minimum acceptance threshold to 57.5%
• Management and Supervisory Board recommend that shareholders accept the amended offer
• Acceptance period extended to March 26, 2026, due to the amendment of the offer

Düsseldorf (Germany), March 13, 2026 – The Management Board and the Supervisory Board of Klöckner & Co SE (“Klöckner & Co”) today published a supplement to their joint response statement regarding the voluntary public takeover offer by Worthington Steel GmbH, a wholly owned subsidiary of Worthington Steel, Inc. (together, “Worthington Steel”). This follows the amendment to the offer announced by Worthington Steel on March 10, 2026, in which the bidder lowered the minimum acceptance threshold from 65% to 57.5% of the Klöckner & Co shares issued upon expiry of the acceptance period. Worthington Steel simultaneously confirmed that all other terms and conditions of the offer document published on February 5, 2026, remain unchanged.

After careful consideration of the amendment to the offer, the Management and Supervisory Boards of Klöckner & Co continue to unanimously support the amended takeover offer and maintain their recommendation that shareholders accept it. The boards view the reduction of the minimum acceptance threshold as a measure that increases the likelihood of the transaction’s successful completion.

As a result of the amendment, the acceptance period, which was originally scheduled to expire on March 12, 2026, has been extended until March 26, 2026.

The supplement to the joint response statement from the Management and Supervisory Boards of Klöckner & Co is available on Klöckner & Co’s website. Copies of the supplement to the joint response statement can be obtained free of charge from Klöckner & Co SE, Investor Relations, Peter-Müller-Straße 24, 40468 Düsseldorf, Germany.
 

Important information

The decision to accept or not to accept the offer should be made by each Klöckner & Co shareholder himself, taking into account the overall circumstances, his individual circumstances and his personal assessments of the future development of the value and market price of the Klöckner & Co shares. This press release does not constitute a supplement, explanation or summary of the joint response statement or the supplementary joint response statement of the Management Board and the Supervisory Board pursuant to Section 27 of the German Securities Acquisitions and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). Shareholders are advised to read the offer document, the amendment to the offer document, the joint response statement, the supplement to the joint response statement and all other announcements in connection with the takeover offer in full before deciding whether or not to accept the offer. The terms and conditions and other provisions relating to the voluntary public takeover offer can be found in the offer document and the amendment to the offer document.

This press release is for informational purposes only and does not constitute a solicitation of an offer to sell or an offer to buy securities of Klöckner & Co.

To the extent that forward-looking statements are contained in this document, they are not statements of fact and are identified by the words "will", "expect", "believe", "estimate", "intend", "seek", "anticipate" and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of Klöckner & Co. Forward-looking statements are subject to risks and uncertainties that are usually difficult to predict and are usually beyond the control of Klöckner & Co. These expectations and forward-looking statements may prove to be inaccurate, and actual developments may differ materially from forward-looking statements. Klöckner & Co assumes no obligation to update forward-looking statements with regard to actual developments or events, conditions, assumptions or other factors.
 

About Klöckner & Co:

Klöckner & Co is now one of the largest producer-independent steel and metal processors and one of the leading service center companies. With its distribution and service network of around 110 warehouse and processing locations, primarily in North America and the “DACH” region (Germany, Austria and Switzerland), Klöckner & Co supplies more than 60,000 customers. Currently, the Group has more than 6,000 employees. Klöckner & Co had sales of some €6.4 billion in fiscal year 2025. By consistently implementing its corporate strategy, Klöckner & Co strives to become one of the leading service center and metal processing companies in North America and Europe. The focus is on continued targeted expansion of the service center and higher value-added business, diversification of the product and service portfolio as well as integration of additional CO₂-reduced solutions under the Nexigen^® umbrella brand.

The shares of Klöckner & Co SE are admitted to trading on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with further post-admission obligations (Prime Standard). Klöckner & Co shares are listed in the SDAX^® index of Deutsche Börse.

ISIN: DE000KC01000; WKN: KC0100; Common Code: 025808576
 

Contact:

Press
Christian Pokropp – Press Spokesperson
Head of Corporate Communications | Head of Group HR

+49 211 88245-360
christian.pokropp@kloeckner.com 
 

Investors
Fabian Joseph
Head of Investor Relations

+49 211 88245-488
fabian.joseph@kloeckner.com