Acquisition Overview - Worthington Steel will acquire Kloeckner & Co for €11 per share in cash[11, 40, 57] - The implied enterprise value of the acquisition is $2.4 billion[40] - Approximately 42% of Kloeckner shares are already committed to accepting the offer[16, 39, 51] Strategic Rationale - The acquisition is expected to deliver $150 million in annual run-rate synergies by the end of FY 2028[13, 39, 47, 51, 59] - The combined company's sales are projected to be $9.5 billion, with an EBITDA margin of 70% including run-rate synergies[39, 43] - The acquisition creates the second-largest service center in North America[13, 34, 59] Financial Impact - The transaction is expected to be substantially accretive to Worthington Steel's EPS within the first full year of operation[14, 39, 44] - The expected pro forma net leverage at closing is approximately 40x[39, 51, 53, 56] - The target net leverage is approximately 25x within 24 months[13, 39, 53, 56, 59] Kloeckner's Business - Kloeckner has TTM sales of $63 billion and TTM shipments of 42 million tons[16] - Kloeckner's net debt was $12 billion as of September 30, 2025[16] - Distribution share in sales mix reduced from approximately 37% in 2021 to approximately 13% in 2025[22]