Klöckner Shareholders Reject Domination Agreement With Worthington Steel
The vote prevents an integration pact with the Columbus, Ohio, steel processor, which retains its majority stake and pledged not to seek another vote for at least one year.
Shareholders of German metals distributor Klöckner & Co SE voted on Oct. 23 to reject a proposed domination and profit-and-loss transfer agreement with Worthington Steel, meaning the integration agreement will not take effect. The vote took place at an extraordinary general meeting in Düsseldorf, Germany, blocking the integration plan with the steel processor, which announced the outcome from Columbus, Ohio.
Under German corporate law, a domination and profit-and-loss transfer agreement allows a controlling shareholder to directly manage a subsidiary and pool profits and losses. Worthington Steel GmbH and Klöckner entered into the agreement on Sept. 8, 2026, but enacting it required approval from a 75% majority of the capital represented at the meeting. In response to investor inquiries ahead of the meeting, Worthington Steel announced that should the vote not achieve the required threshold, it would not pursue another vote on the agreement for at least one year.
Worthington Steel completed a voluntary public takeover offer for Klöckner on June 3, 2026, and retains approximately 62% of Klöckner's share capital and voting rights. Following the vote, the company's existing majority stake remains unaffected, and the outcome does not alter its financial consolidation or financing arrangements, which have included Klöckner's financial results since June 2026.
Geoff Gilmore, president and chief executive officer of Worthington Steel, said in the Oct. 23 disclosure that the vote will affect the timing, mix and manner in which near-term goals are realized, while maintaining that the strategic rationale for the acquisition remains compelling. At the same meeting, Klöckner shareholders elected five Supervisory Board members who had served under court appointment since July 2026 and approved charter amendments intended to simplify ongoing governance.
Worthington Steel lists its contact address on 100 W Old Wilson Bridge Rd in Columbus, Ohio. The company's regulatory disclosures did not specify whether the vote will have any immediate effect on its Ohio operations.
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Supporting evidence (7)
Shareholders of German metals distributor Klöckner & Co SE voted on Oct. 23 to reject a proposed domination and profit-and-loss transfer agreement with Worthington Steel, meaning the integration agreement will not take effect.
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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.
The vote took place at an extraordinary general meeting in Düsseldorf, Germany, blocking the integration plan with the steel processor, which announced the outcome from Columbus, Ohio.
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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 completed a voluntary public takeover offer for Klöckner on June 3, 2026, and retains approximately 62% of Klöckner's share capital and voting rights.
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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.
Following the vote, the company's existing majority stake remains unaffected, and the outcome does not alter its financial consolidation or financing arrangements, which have included Klöckner's financial results since June 2026.
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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.
Following the vote, the company's existing majority stake remains unaffected, and the outcome does not alter its financial consolidation or financing arrangements, which have included Klöckner's financial results since June 2026.
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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.
Geoff Gilmore, president and chief executive officer of Worthington Steel, said in the Oct. 23 disclosure that the vote will affect the timing, mix and manner in which near-term goals are realized, while maintaining that the strategic rationale for the acquisition remains compelling.
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“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.”
At the same meeting, Klöckner shareholders elected five Supervisory Board members who had served under court appointment since July 2026 and approved charter amendments intended to simplify ongoing governance.
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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.
Supporting evidence (5)
The vote took place at an extraordinary general meeting in Düsseldorf, Germany, blocking the integration plan with the steel processor, which announced the outcome from Columbus, Ohio.
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COLUMBUS, Ohio--(BUSINESS WIRE)--
Worthington Steel GmbH and Klöckner entered into the agreement on Sept. 8, 2026, but enacting it required approval from a 75% majority of the capital represented at the meeting.
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On September 8, 2026, Worthington Steel and Kloeckner & Co entered into a Domination and Profit and Loss Transfer Agreement (“DPLTA”), which remains subject to approval by Kloeckner shareholders and the registration with the competent commercial register before becoming effective. Until the DPLTA becomes effective, Kloeckner continues to operate independently.
Worthington Steel GmbH and Klöckner entered into the agreement on Sept. 8, 2026, but enacting it required approval from a 75% majority of the capital represented at the meeting.
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In relation to the upcoming extraordinary general meeting (EGM) of Klöckner & Co SE (Kloeckner) and in response to investor inquiries, especially as it concerns the vote on the implementation of a domination and profit and loss transfer agreement (DPLTA), Worthington Steel, Inc. (NYSE: WS) makes the following statement:The EGM will take place as planned on Friday, Oct. 23, 2026, in Düsseldorf, Germany, including agenda item two, the vote on the implementation of a DPLTA.Should the vote on the DPLTA not achieve the required 75% majority of the capital represented, Worthington Steel will not pursue another vote on the implementation of a DPLTA for at least one year from the date of the upcoming EGM.
In response to investor inquiries ahead of the meeting, Worthington Steel announced that should the vote not achieve the required threshold, it would not pursue another vote on the agreement for at least one year.
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In relation to the upcoming extraordinary general meeting (EGM) of Klöckner & Co SE (Kloeckner) and in response to investor inquiries, especially as it concerns the vote on the implementation of a domination and profit and loss transfer agreement (DPLTA), Worthington Steel, Inc. (NYSE: WS) makes the following statement:The EGM will take place as planned on Friday, Oct. 23, 2026, in Düsseldorf, Germany, including agenda item two, the vote on the implementation of a DPLTA.Should the vote on the DPLTA not achieve the required 75% majority of the capital represented, Worthington Steel will not pursue another vote on the implementation of a DPLTA for at least one year from the date of the upcoming EGM.
Worthington Steel lists its contact address on 100 W Old Wilson Bridge Rd in Columbus, Ohio.
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100 W Old Wilson Bridge Rd Columbus, OH 43085