ADNOC takeover offer for Covestro is successful

Following the end of the additional acceptance period on Dec. 16, 2024, ADNOC International Germany Holding AG (München), a wholly owned indirect subsidiary of XRG P.J.S.C., has announced that a total of 172,591,806 shares in Covestro AG (Leverkusen, Germany) have been included in its voluntary public takeover offer to all Covestro shareholders. Together with the shares previously acquired, this corresponds to 91.3% of all outstanding shares of Covestro. (Read “Covestro signs investment agreement with ADNOC” released in October 2024.)

At around 70%, the takeover offer, together with the shares previously acquired, had already significantly exceeded the minimum acceptance threshold of 50% plus one share by the end of the initial acceptance period on Nov. 27, 2024.

“We are pleased that so many of our shareholders have followed our recommendation and accepted the offer. This is very good news for Covestro, our employees and all other stakeholders. The strategic partnership with ADNOC is exactly the right step for Covestro at the right time,” says Dr. Markus Steilemann, CEO of Covestro. "With ADNOC, respectively XRG, as strong and long-term-oriented partner, we will be able to execute on our ‘Sustainable Future’ strategy even more consistently. As part of the XRG Group and following the closing of the transaction, we will be in a position to further accelerate our ongoing transformation.” 

XRG sees Covestro as the foundational platform of its Performance Materials and Specialty Chemicals business and is convinced of Covestro’s strategic perspective and its vision to become fully circular. The takeover of Covestro marks a significant milestone in XRG’s strategy to become a top five global chemicals player. 

The offer will be subject to customary closing conditions in relation to merger control, foreign investment control, EU foreign subsidies clearances. Closing is not expected before the second half of 2025.