Worthington Steel, Inc. 8-K

What Happened

• Worthington Steel, Inc. announced on January 15, 2026 that its German unit (Worthington Steel GmbH) entered into a Business Combination Agreement to launch a voluntary public cash takeover offer for Klöckner & Co SE (Klöckner). The Bidder will offer €11.00 per Klöckner share (subject to possible increases) in a public offer once the Offer Document is approved by BaFin. The company also filed supporting agreements, including an Irrevocable Undertaking from a shareholder holding ~42% of Klöckner shares and an Equity Commitment Letter.

Key Details

• Offer price: €11.00 per Klöckner share (initial; may increase under applicable German law).
• Acceptance/closing conditions: Bidder must receive acceptances representing at least 65% of Klöckner shares (includes shares already held or tendered); regulatory clearances required (including merger/investment control and EU foreign subsidies control). The Regulatory Condition must be satisfied by a Long Stop Date up to 12 months after the initial acceptance period.
• Commitments and financing: Worthington agreed to an equity commitment of up to €1,632,000,000 to fund the Offer and related costs; separate debt financing commitments of US$1.9 billion have been obtained from Wells Fargo and Citi to support expected permanent financing. The Offer is not subject to a financing condition.
• Support and restrictions: SWOCTEM GmbH agreed to irrevocably tender its ~42% stake and a standstill; Klöckner has customary interim covenants limiting certain actions (dividends, share issues, large capex, disposals) during the offer period. Worthington amended its revolving credit agreement to permit the Offer.

Why It Matters

• This is a major potential cross-border acquisition: Worthington is seeking control of Klöckner via a cash offer that, if successful, requires significant committed equity and debt financing and regulatory approvals.
• For investors, key things to watch are regulatory clearance progress (including EU foreign subsidies review), the vote/acceptance outcome (need ≥65% acceptance), any competing offers, and how the company deploys the committed financing if the Offer closes. The Equity Commitment and debt commitments mean financing sources are in place, and the Offer is not conditioned on financing.