Worthington Steel to Acquire Controlling Equity Stake in Italy-Based Sitem Group

By: Worthington Steel, Inc. via Business Wire

December 03, 2024 at 08:30 AM EST

Worthington Steel, Inc. (NYSE: WS) (“Worthington Steel” or the “Company”) announced today that it has reached an agreement to acquire through its subsidiary, Tempel Steel Company, LLC (“Tempel”), a controlling equity stake in Italy-based Sitem S.p.A. (together with its subsidiaries, Stanzwerk AG, Decoup S.A.S. and Sitem Slovakia spol. s r.o., “Sitem Group”). Sitem Group produces electric motor laminations and accessory products for automotive and industrial applications in Europe. Worthington Steel will acquire, through the acquisition of shares from existing shareholders of Sitem Group, the contribution of Worthington Steel’s Nagold, Germany, facility and the subscription of reserved share capital increases, an approximately 52% stake in Sitem Group with the option to increase ownership in the future. The transaction is expected to close in early 2025, subject to the receipt of applicable regulatory approvals and customary closing conditions.

“This investment aligns with our strategic goal to grow our electrical steel lamination business and expand our customer reach,” said Geoff Gilmore, Worthington Steel president and CEO. “Sitem Group brings 50 years of experience and is one of the largest producers of electric motor laminations in Europe. The Worthington Steel and Sitem Group leadership teams bring valuable expertise and relationships to spearhead the expansion of our global automotive programs in the production of electric vehicles and hybrids.”

Establishing a strong presence in Europe, a key and rapidly growing region for the electric vehicle market, is a vital component of the Company's strategy to leverage this emerging global trend. This investment marks another significant step in Worthington Steel’s plan while meeting customer expectations for comprehensive global manufacturing and technical support.

Sitem Group operates six facilities in Europe including Italy (three), Switzerland, Slovakia and France. Sitem’s leadership, including Chairman Fabrizio Scarca, CEO Marco Bartoloni and Chief Purchasing Officer Gabriella Scarca, will continue to lead the business from the Sitem Group headquarters in Trevi, Italy.

“We are excited to partner with Worthington Steel,” said Sitem Group CEO Marco Bartoloni. “This investment and partnership will enable us to better serve global automotive and industrial motor customers. Their philosophy aligns with our values and is a great fit for our employees.”

Latham & Watkins LLP served as legal counsel to Worthington Steel on the transaction. Sitem was advised by UniCredit as financial advisor, Antonello Marcucci as senior advisor and Bird & Bird as legal counsel.

About Sitem S.p.A.

Founded in 1974, Sitem Group is headquartered and has one of its manufacturing facilities in Trevi, Perugia, Italy with two additional manufacturing facilities of Sitem S.p.A. in Milan, Italy, of Stanzwerk AG in Unterentfelden, Switzerland, of Sitem Slovakia spol. s r.o in Spišská Nová Ves, Slovakia and of Decoup S.A.S. in Villenaux-La-Grande, France.

About Worthington Steel

Worthington Steel (NYSE: WS) is a metals processor that partners with customers to deliver highly technical and customized solutions. Worthington Steel’s expertise in carbon flat-roll steel processing, electrical steel laminations and tailor welded solutions are driving steel toward a more sustainable future.

As one of the most trusted metals processors in North America, Worthington Steel and its approximately 5,000 employees harness the power of steel to advance our customers’ visions through value-added processing capabilities including galvanizing, pickling, configured blanking, specialty cold reduction, lightweighting and electrical lamination. Headquartered in Columbus, Ohio, Worthington Steel operates 32 facilities in seven states and six countries. Following a people-first Philosophy, commitment to sustainability and proven business system, Worthington Steel’s purpose is to generate positive returns by providing trusted and innovative solutions for customers, creating opportunities for employees and strengthening its communities.

Safe Harbor Statement

This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding the Company’s proposed acquisition of a controlling equity stake in Sitem Group, the expected timeline for completing the transaction, the anticipated benefits of the transaction to the Company’s business and financial results, strategies, outlook, prospects, plans, objectives, expectations, future events and other statements that are not historical or current fact. Forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause the Company’s results to differ materially from current expectations include, but are not limited to, risks and uncertainties regarding the Company’s and Sitem Group’s respective businesses and the proposed acquisition, and actual results may differ materially. These risks and uncertainties include, but are not limited to, (i) the ability of the parties to successfully complete the proposed acquisition on the anticipated terms and timing, including obtaining required regulatory approvals and other conditions to the completion of the acquisition, (ii) the financing arrangements relating to the acquisition, (iii) the effects of the transaction on the Company’s and Sitem Group’s operations, including on the combined company’s future financial condition and performance, operating results, strategy and plans, including anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, losses, future prospects, and business and management strategies for the management, expansion and growth of the new combined company’s operations, (iv) the potential impact of the announcement or consummation of the proposed acquisition on relationships with customers, suppliers and other third parties, and (v) the other factors detailed in the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in the Company’s filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. The Company disclaims any duty to update the information herein.