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Worthington Steel, Inc.: Worthington Steel Completes Acquisition of Kloeckner & Co and Announces Intention to Launch Delisting Tender Offer

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Worthington Steel, Inc.: Worthington Steel Completes Acquisition of Kloeckner & Co and Announces Intention to Launch Delisting Tender Offer.Worthington Steel, Inc.(NYSE: WS) today completed its voluntary public takeover offer (the "Takeover Offer") for Kloeckner Co SE ("Kloeckner"), a leading global service center and metal processing company, following satisfaction of all closing conditions.Worthington Steel has currently secured approximately 62% of Kloeckner's outstanding shares.Completion of the Takeover Offer establishes the foundation for a strong strategic partnership between Worthington Steel and Kloeckner.Worthington Steel expects the transaction to broaden its product portfolio, diversify end-market exposure and strengthen its geographic footprint.Over time, the combined company anticipates it will benefit from increased scale, operational efficiencies and the sharing of best practices across both organizations."This is an important milestone for Worthington Steel and a meaningful step forward in our growth strategy," said Geoff Gilmore, Worthington Steel President and CEO."Kloeckner brings strong capabilities, a talented team and a shared commitment to performance.We are excited about what we can build together over time and will continue to take a disciplined approach as we move toward integration stronger together." "With the completion of this transaction, a new chapter begins for Kloeckner," said Guido Kerkhoff, CEO of Kloeckner Co SE."This is the outcome of a deliberate strategic journey: focusing our business on higher-value products and services, building scale in North America and Europe, and finding in Worthington Steel a partner that shares our vision.Our employees, customers and commercial partners can count on continuity and can rely on a stronger platform for long-term growth." Worthington Steel pursues Delisting of Kloeckner Worthington Steel intends to launch a Public Delisting Tender Offer ("Delisting Offer") for all outstanding Kloeckner shares (ISIN: DE000KC01000) not already held by Worthington Steel.The company expects to offer remaining Kloeckner shareholders EUR 11.00 in cash per Kloeckner share.The delisting is expected to reduce administrative and regulatory obligations associated with maintaining Kloeckner's stock exchange listing, while providing greater flexibility to support the long-term strategic development of the business.Following the effectiveness of the delisting, Kloeckner shares will no longer be admitted to trading on a regulated market in Germany or on a comparable market abroad, which may result in significantly reduced liquidity and limited price discovery for Kloeckner shares.The Delisting Offer will not be subject to any closing conditions and will not include a minimum acceptance threshold.It will be made pursuant to the terms and conditions set forth in the Delisting Offer Document to be reviewed by the German Federal Financial Supervisory Authority (BaFin).Following BaFin approval, the Delisting Offer Document and all further information regarding the Delisting Offer will be published in accordance with the German Securities Acquisition and Takeover Act at www.strong-for-good.com.Further details regarding the Delisting Offer and the expected timetable will be announced with the publication of the offer document.About Worthington Steel Worthington Steel (NYSE:WS) is a metals processor that partners with customers to deliver highly technical and customized solutions.Worthington Steel's expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions is driving steel toward a more sustainable future.As one of the most trusted metals processors in North America, Worthington Steel and its approximately 6,000 employees harness the power of steel to advance our customers' visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination.Headquartered in Columbus, Ohio, Worthington Steel operates 37 facilities in seven states and 10 countries.Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel's purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.About Kloeckner Co Kloeckner Co is now one of the largest producer-independent metals processors and one of the leading steel 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), Kloeckner Co supplies more than 60,000 customers.Currently, the Group has more than 6,000 employees.Kloeckner Co had sales of some €6.4 billion in fiscal year 2025.By consistently implementing its corporate strategy, Kloeckner 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 Kloeckner 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).Kloeckner Co shares are listed in the SDAX index of Deutsche Börse.ISIN: DE000KC01000; WKN: KC0100 ISIN: DE000KC01V24; WKN: KC01V2 Important information: This press release constitutes neither an offer to purchase nor a solicitation of an offer to sell Kloeckner shares.The terms and conditions relating to the offer (the "Delisting Offer") are set out in the offer document which will be published following authorization by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht BaFin).The bidder reserves the right to deviate from the key points set out herein in the final terms of the Delisting Offer to the extent legally permissible.Investors and Kloeckner shareholders are strongly advised to read the offer document and all other documents relating to the Delisting Offer as soon as they are published, as they contain important information.The Delisting Offer will be made exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz WpÜG) and certain securities laws provisions of the United States of America (the "United States" or "U.S.").The Delisting Offer will not be made in accordance with the legal requirements of any jurisdiction other than the Federal Republic of Germany or the United States (to the extent applicable).Accordingly, no announcements, registrations, approvals or authorizations for the offer have been made, arranged for or granted outside the Federal Republic of Germany or the United States (to the extent applicable).Investors and holders of Kloeckner shares may not claim to be protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable).Subject to the exceptions described in the offer document and any exemptions to be granted by the relevant regulatory authorities, no Delisting Offer will be made, directly or indirectly, in any jurisdiction where to do so would constitute a violation of applicable national law.This press release may not be published or otherwise distributed, in whole or in part, in any jurisdiction in which the Delisting Offer would be prohibited by applicable national law.The bidder and its affiliates or affiliates of its financial advisor reserve the right to directly or indirectly purchase or arrange to purchase Kloeckner shares or any other securities that are convertible into, exchangeable for or exercisable for such Kloeckner shares outside of