Oct 23, 11:55 AM ET
Kloeckner & Co shareholders did not approve the proposed domination and profit and loss transfer agreement (DPLTA) with Worthington Steel GmbH at an extraordinary general meeting in Düsseldorf, so the DPLTA will not become effective. Worthington says it will operate within the existing ownership and governance structure, while the vote's outcome does not affect Kloeckner's consolidation into its financial reporting or its financing arrangements.
- Kloeckner shareholders did not give the required approval for the DPLTA at the extraordinary general meeting, and the agreement will not become effective.
- Worthington Steel holds approximately 62% of Kloeckner's share capital and voting rights following the takeover offer and delisting tender offer.
- Kloeckner's results have been consolidated since the June 2026 acquisition of a majority stake, and the vote does not change this consolidation.
- CEO Geoff Gilmore said the vote will affect the timing, mix and manner in which certain goals can be realized, particularly in the near term.
Read the filing on SEC.gov ↗
Oct 21, 7:21 AM ET
Worthington Steel issued a statement ahead of the Kloeckner & Co SE extraordinary general meeting, scheduled for Friday, October 23, 2026, in Düsseldorf, Germany. The meeting will include a vote on implementing the Domination and Profit and Loss Transfer Agreement (DPLTA) that the two companies signed on September 8, 2026. The filing says the DPLTA takes effect only after Kloeckner shareholder approval and registration with the commercial register, so the outcome matters for shareholders of both companies.
- Kloeckner & Co SE extraordinary general meeting set for Friday, October 23, 2026, in Düsseldorf, Germany
- DPLTA requires at least 75% of the capital represented to pass
- If the vote fails, Worthington Steel will not pursue another DPLTA vote for at least one year from the EGM date
- DPLTA was entered into on September 8, 2026, and Kloeckner continues to operate independently until it becomes effective
Read the filing on SEC.gov ↗
Oct 7, 6:30 AM ET
Worthington Steel reported first-quarter fiscal 2027 results that include Kloeckner & Co following its majority acquisition, with net sales rising 212% to $2.7 billion. The company swung to a $7.0 million loss from continuing operations attributable to controlling interest, compared with $36.8 million of earnings a year earlier, and it declared a $0.16 quarterly dividend.
- Net sales were $2,726.6 million, up from $872.9 million, with Kloeckner contributing $1,772.7 million.
- Diluted loss per share from continuing operations was $0.14, compared with earnings of $0.73 a year earlier; adjusted diluted EPS was $0.57 versus $0.77.
- Interest expense, net, rose to $38.8 million from $2.9 million, and Kloeckner acquisition-related expenses reduced diluted EPS by $0.37.
- The board declared a $0.16 dividend per share, payable December 28, 2026, to holders of record on December 14, 2026.
Read the filing on SEC.gov ↗
Sep 8, 5:20 PM ET
Worthington Steel GmbH, a subsidiary of Worthington Steel, Inc., signed a Domination and Profit and Loss Transfer Agreement (DPLTA) with Kloeckner & Co SE on September 8, 2026. The agreement takes effect only after Kloeckner shareholder approval and registration with the commercial register, no earlier than January 1, 2027, and registration may be delayed by German shareholder litigation. Outside Kloeckner shareholders may take a cash payment of EUR 11.00 per share or an annual payment of EUR 0.67 per share (EUR 0.66 net), and may challenge the terms in appraisal proceedings.
- DPLTA signed September 8, 2026 between Worthington Steel GmbH and Kloeckner & Co SE, which follows the completion of Worthington Steel's voluntary takeover offer on June 3, 2026.
- Kloeckner's extraordinary general meeting is expected October 23, 2026; approval requires at least 75% of the share capital represented.
- Under the DPLTA, outside shareholders can elect EUR 11.00 per share in cash or an annual payment of EUR 0.67 per share (EUR 0.66 net).
- Kloeckner shares were delisted from the Frankfurt Stock Exchange's regulated market effective August 12, 2026.
Read the filing on SEC.gov ↗
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.