ADNOC International Germany Holding AG, a 100% indirect subsidiary of XRG Public Joint Stock Company, successfully launched an all-cash voluntary public takeover offer to acquire up to 100% of Covestro’s AG share capital. This move aligns with ADNOC’s long-term strategy to strengthen its Performance Materials and Specialty Chemicals business, positioning Covestro as a cornerstone of its future operations.
The proposed transaction comprises two primary components: the public takeover and a capital increase. Upon the completion of the takeover, ADNOC will subscribe to 18.9 million newly issued shares in Covestro, representing 10% of the company’s existing share capital. This capital increase will be conducted against cash consideration, excluding the subscription rights of any remaining minority shareholders. As a result, ADNOC will obtain sole control over Covestro in accordance with Council Regulation No. 139/2004 (EUMR).
Following the additional acceptance period, ADNOC successfully secured a total of 172,591,806 shares in Covestro, accounting for 91.3% of the company’s outstanding shares. This acquisition substantially exceeded the minimum acceptance threshold of 50% plus one share, initially set for the transaction’s approval.
ADNOC, a global energy and petrochemicals leader, operates across the hydrocarbon value chain, encompassing exploration, production, storage, refining, and distribution. The integration of Covestro into ADNOC’s portfolio reflects a strategic expansion into high-performance polymer materials and sustainable solutions.
Covestro is a renowned manufacturer of advanced polymer materials, catering to industries such as mobility, construction, electronics, sports, and healthcare. The company has been actively advancing its commitment to circular economy principles and sustainability, aiming for climate neutrality in Scope 1 and Scope 2 emissions by 2035 and Scope 3 emissions by 2050.
Dr. Markus Steilemann, CEO of Covestro, emphasized the benefits of this transaction, stating, “The strategic partnership with ADNOC is exactly the right step for Covestro at the right time. With ADNOC, now XRG, as a 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, we will accelerate our ongoing transformation.”
The successful acquisition remains subject to regulatory approvals, including merger control, foreign investment control, and EU foreign subsidies clearances, provisional deadline – 12.05.2025.
With this acquisition, XRG aims to solidify its position as a top-five global chemicals player, leveraging Covestro’s expertise to enhance its performance materials and specialty chemicals division. This move not only underscores ADNOC’s commitment to growth and innovation but also reinforces Covestro’s strategic vision for sustainability and circularity in the chemical industry.
