Klöckner & Co and Worthington Steel sign business combination agreement

EQS-News: Klöckner & Co SE / Key word(s): Tender Offer Klöckner & Co and Worthington Steel sign business combination agreement 15.01.2026 / 23:23 CET/CEST The issuer is solely responsible for the content of this announcement. Düsseldorf (Germany), January 15, 2026

Klöckner & Co and Worthington Steel sign business combination agreement

• Worthington Steel announces voluntary public takeover offer for all shares of Klöckner & Co SE
• Offer price of €11.00 per share, representing a premium of c. 98% to the undisturbed three-month
  volume-weighted average share price on December 5, 2025[1], and c. 81% to the closing share price
  of €6.07 per share on December 5, 2025¹
• Complementary business profiles will lay the foundation for sustainable growth in North America
  and Europe
• Worthington Steel supports Klöckner & Co’s management and strategy aimed at focusing on higher
  value-added products and services

Klöckner & Co SE (“Klöckner & Co”) and Worthington Steel GmbH, a wholly owned subsidiary of
Worthington Steel, Inc. (together, “Worthington Steel”) today signed a business combination agreement, following the successful completion of due diligence and related negotiations. As part of the transaction, Worthington Steel has announced its intention to launch a voluntary public takeover offer for all outstanding shares of Klöckner & Co SE. The complementary strengths of both companies provide a strong foundation
for sustainable growth and will expand their presence in Europe and North America. Combined, they would become one of the leading service center and metal processing companies in North America and Europe.

Attractive takeover offer with a premium of c. 98%

Under the terms of the agreement, Worthington Steel offers €11.00 in cash for each Klöckner & Co share. This corresponds to a premium of c. 81% on the closing price of Klöckner & Co on December 5, 2025, the date prior to which negotiations were publicly disclosed, and of c. 98% on the undisturbed volume-weighted average share price of Klöckner & Co shares over the last three months up to December 5, 2025. The implied total enterprise value of the transaction is approximately €2.1 billion (USD 2.4 billion). The Management Board and Supervisory Board of Klöckner & Co welcome the offer and, subject to their review of the offer document, intend to recommend its acceptance to shareholders in their formal response statement.