Worthington Steel (WS) investor relations material

Transaction overview

• Entered definitive agreement to acquire Kloeckner & Co SE for €11.00/share, implying a $2.4B enterprise value, with closing expected in 2H 2026 pending regulatory approvals.

• Secured $1.9B bridge facility; combined net secured and total leverage expected at 2.4x and 2.9x, respectively, based on $575MM combined adjusted EBITDA including $150MM synergies.

• At VTO conclusion, 61.87% of Kloeckner shares secured; DPLTA process to achieve full control anticipated by end of 2026.

• DPLTA requires 75% shareholder approval; current ownership and voting math suggest low risk of failure.

Company overviews

• Worthington Steel: Leading North American value-added metals processor with $3.3B revenue, 37 facilities, and 6,000 employees.

• Kloeckner: One of the world’s largest steel distributors, $7.2B revenue, 110+ locations, and 6,500 employees, shifting toward higher value-added services.

• Both companies have diversified end markets and geographic footprints, with strong positions in carbon flat-rolled steel and electrical steel.

Strategic rationale and integration

• Combined entity becomes the #2 service center in North America, broadening product mix and geographic reach.

• Identified $150MM EBITDA and $150MM working capital synergy opportunities by FY2028.

• Integration playbook leverages Worthington’s proven Transformation program and experienced management team.

• Significant synergy opportunities in procurement, commercial, operational efficiency, and SG&A, with 50% of run-rate synergies expected in year 1.