Why This Matters to Distributors: The proposed combination of Worthington Steel and Klöckner & Co would create a larger metals distribution and processing competitor with expanded North American scale, increasing pressure on regional and mid-sized U.S. service centers competing in industrial and construction markets.
Worthington Steel moved closer to acquiring Klöckner & Co after the German metals distributor reported improved first-quarter operating results and said Worthington now controls 62% of its outstanding shares.
Klöckner & Co said Worthington Steel held 61.87% of the company’s shares following the close of an additional acceptance period tied to Worthington’s voluntary public takeover offer. The companies signed a business combination agreement Jan. 15, and the transaction is expected to close in the second half of 2026, pending regulatory approvals.
Worthington also said it plans to pursue a domination and profit-and-loss transfer agreement with Klöckner & Co; a legal structure commonly used in Germany following acquisitions to consolidate operational control.
Klöckner & Co reported first-quarter operating income before material special effects of 46 million euros ($49.8 million), up from 42 million euros ($45.5 million) in the year-earlier period and more than double the 21 million euros ($22.7 million) reported in the fourth quarter of 2025.
First-quarter shipments totaled 1.1 million tons, down 6.4% from a year earlier, primarily due to the divestiture of eight U.S. distribution locations completed at the end of 2025. Excluding those divested operations, shipments increased 2.1%.
Sales declined 5.9% to 1.6 billion euros ($1.73 billion), though adjusted sales rose 2.1% excluding the divested sites. Gross margin remained unchanged at 19%.
Klöckner & Co reduced its quarterly net loss to 4 million euros ($4.3 million), compared with a net loss of 28 million euros ($30.3 million) in the first quarter of 2025.
Chief Executive Guido Kerkhoff said the results reflected the company’s ability to improve profitability despite difficult market conditions.
“We considerably increased our operating income in the first quarter of 2026,” Kerkhoff said in a statement.
Klöckner & Co also said the planned sale of the Becker Group, announced earlier this year, continues to move forward, with prospective buyers conducting due diligence.
The divestiture of U.S. distribution locations and the pending Becker Group sale suggest the company is repositioning its business around higher-margin metals processing and value-added service center operations ahead of the Worthington combination.
Klöckner & Co operates approximately 110 warehouse and processing facilities, primarily in North America and the DACH region of Germany, Austria, and Switzerland. The company serves more than 60,000 customers and employs more than 6,000 people worldwide. Full-year 2025 sales totaled approximately 6.4 billion euros ($6.93 billion).
For the second quarter, Klöckner & Co projected EBITDA before material special effects between 40 million euros ($43.3 million) and 80 million euros ($86.6 million). The company said it expects slight shipment growth and stronger sales compared with the first quarter.
For U.S. distributors, the transaction represents one of the largest consolidation moves in the metals service center sector in recent years. Worthington Steel brings domestic manufacturing scale and established industrial customer relationships, while Klöckner contributes an international sourcing network and broad warehouse and processing footprint.
The combined company is expected to focus increasingly on higher-margin processing and value-added services rather than commodity metals volume, potentially intensifying competition for larger service centers and industrial distributors serving manufacturers, fabricators, and construction customers.
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