COLUMBUS, Ohio, Oct. 26 –Worthington Steel, Inc. (NYSE: WS) today announced that the proposed domination and profit and loss transfer agreement (“DPLTA”) between Kloeckner & Co SE (“Kloeckner”) and Worthington Steel GmbH, a wholly owned indirect subsidiary of Worthington Steel, did not receive the required shareholder approval at Kloeckner’s extraordinary general meeting in Düsseldorf, Germany. As a result, the DPLTA will not become effective. Worthington Steel remains committed to delivering on the long-term strategic and economic rationale of the transaction. For now, the company will operate within the existing ownership and governance structure and will pursue commercial, procurement, operational and strategic opportunities that can be advanced within that framework and in accordance with applicable law.
“The path forward is clear, and we will begin work immediately,” said Geoff Gilmore, Worthington Steel President and CEO. “The vote will affect the timing, mix and manner in which certain goals can be realized, particularly in the near term, but it does not change our conviction regarding the compelling strategic rationale for the acquisition. We continue to see significant long-term synergy and value-creation potential and will pursue relevant opportunities consistent with the existing governance framework.”
Worthington Steel has included Kloeckner’s financial results in its consolidated financial reporting since completing the acquisition of a majority stake in June 2026. The outcome of the vote does not affect this financial consolidation or its financing arrangements.
Worthington Steel completed its voluntary public takeover offer for Kloeckner on June 3, 2026. Following the subsequent public delisting tender offer, Worthington Steel currently holds approximately 62% of Kloeckner’s share capital and voting rights. Following the vote, Worthington Steel’s existing majority stake in Kloeckner and its strategic commitment to the combination remain unaffected.
At the extraordinary general meeting, Kloeckner shareholders approved the proposed election of five Supervisory Board members who had already been serving on the Board following their court appointment in July 2026. Shareholders also approved amendments to Kloeckner’s Articles of Association intended to simplify ongoing corporate governance.