공시 • Dec 12
XRG P.J.S.C completed the acquisition of 81.77% stake in Covestro AG (XTRA:1COV) for €9.6 billion.
XRG P.J.S.C proposed to acquire remaining 90.19% stake in Covestro AG (XTRA:1COV) for €10.6 billion on June 24, 2024. Abu Dhabi National Oil Company signed an Investment Agreement to acquire remaining 90.29% stake in Covestro AG. A cash consideration valued at €62 per share will be paid by Abu Dhabi National Oil Company. ADNOC will fund the transaction with available cash. Upon completion, Covestro plans to increase its capital by 10%, with ADNOC subscribing for the new shares. At an offer price of €62.00, this will result in €1.17 billion proceeds, which Covestro will use to foster the further implementation of its strategy. The Agreement expires on December 31, 2028. ADNOC International directly holds 18,050,000 Covestro Shares, representing 9.55% and Abu Dhabi Investment Authority with seat in Abu Dhabi, United Arab Emirates acting jointly with the Bidder within the meaning hold 305,897 Covestro Shares representing 0.16% stake, i.e., in total approximately 9.71% of the share capital and voting rights in Covestro.
Pursuant to an equity commitment letter dated September 30, 2024, ADNOC International undertakes, towards the Bidder and Morgan Stanley, to provide the Bidder, directly or indirectly, with an aggregate amount of up to €12,939,800,000 in the form of equity capital and/or shareholder loans or similar instruments to enable the Bidder to fulfil its payment obligations under the Takeover Offer. The Equity Funding will be provided by ADNOC International at Closing of the Takeover Offer.
The transaction which is subject to, among other things, the results of the confirmatory due diligence as well as agreement on the substance of an investment agreement. The offer will be subject to a minimum acceptance level of 50% plus one share. The deal also hinges on merger control, foreign investment control, EU foreign subsidies clearances. The management and supervisory boards of Covestro welcome the offer and intend to recommend its acceptance. As of October 1, 2024, Covestro AG signed an investment agreement with certain entities of the ADNOC Group, including ADNOC International Limited (ADNOC International) and its subsidiary, ADNOC International Germany Holding AG (Bidder). Under the terms of this investment agreement stipulates, among other items, that the bidder will make a public takeover offer for all outstanding shares of Covestro at a price of 62.00 per share. In addition, ADNOC International is committing itself to fully supporting the Covestro's Sustainable Future strategy. At the same time, the board of management and the supervisory board of Covestro decided that upon completion of the transaction, Covestro's share capital shall be increased by 10% (18.9 million shares) and that, at and subject to closing, the new shares shall be issued to the bidder against payment of a price per share equal to the offer price, thus, based on an offer price of €62.00 against a total amount of €1.17 billion, under simplified exclusion of subscription rights. In the joint investment agreement, which runs until the end of 2028, Covestro and certain entities of the ADNOC Group, including ADNOC International, have agreed on the main cornerstones of the partnership. In particular, the agreement contains several obligations on the part of ADNOC International to maintain Covestros existing business activities, corporate governance and organizational business structure. Furthermore, ADNOC International undertakes in the investment agreement that Covestro will continue to be managed as a stock corporation and that no domination and/or profit and loss transfer agreement will be concluded with Covestro. The transaction is approved German Federal Financial Supervisory Authority. The acceptance period will end on November 27, 2024. The Board of Management has agreed to support, subject to its fiduciary duties, a delisting of Covestro and/or a squeeze-out if ADNOC International intends to execute either. Covestro has further undertaken to not propose a dividend until the consummation of the transaction. As of December 2, 2024, XRG announced that the minimum acceptance threshold of 50% plus one share was exceeded by the end of the initial acceptance period on November 27, 2024. As of the expiry of the acceptance period on November 27, 2024, the Takeover Offer has been accepted for a total of 114,144,565 Covestro Shares. This is equivalent to approx. 60.39% of the share capital of and voting rights. The total sum of Included Covestro Shares amounts to 132,194,565 Covestro Shares equivalent to approx. 69.94% of the share capital of and voting rights in the Covestro. Shareholders, who have not tendered their shares, can still accept the offer during the additional acceptance period, which runs until December 16, 2024. As of December 10, 2024, The Competition Commission of India (CCI) approved acquisition. As of the expiry of the additional acceptance period on 16 December 2024, the Takeover Offer has been accepted for a total of 154,541,806 Covestro Shares, equivalent to approx. 81.77% of the share capital of and voting rights in the Company existing on the Reference Date. Due to the fact that the of the Offer Document have not been fulfilled yet, the settlement of the Takeover Offer for the Covestro Shares tendered during the acceptance period and the additional acceptance period will be delayed until such Offer Conditions are fulfilled. The settlement of the Takeover Offer for the Covestro Shares tendered during the acceptance period and the additional acceptance period will be delayed until such Offer Conditions are fulfilled. XRG and Covestro remain fully focused on fulfilling the regulatory conditions, including merger control, foreign investment control, and EU Foreign Subsidies Regulation clearances. As of February 26, 2025, Acceptance after 2 tender periods: 81.77% of Covestro shares, XRG (formerly ADNOC Int. Ltd) owns 9.81%(1) of Covestro shares. As of April 2, 2025, the European Commission is expected to issue its antitrust decision on the EUR-14.7-billion (USD 15.8bn) acquisition of German plastic materials maker Covestro AG (ETR:1COV) by Abu Dhabi National Oil Co (ADNOC) by May 12, 2025. And also the Commission may decide to approve the deal without conditions or may launch an in-depth investigation after its initial assessment. As of May 13, 2025, The European Commission approved the deal. The transaction is expected to close in the second half of 2025. On September 3, 2025, the Commission halted its Foreign Subsidies Regulation (FSR) investigation into Abu Dhabi-based ADNOC’s proposed purchase of Covestro because it has not been supplied with information it requested from the parties. However Covestro said on September 8, 2025, that it is confident the deal will proceed as planned. On November 14, 2025, The European Commission has approved the transaction. As on November 21, 2025, German Foreign Investment Control approval received. All closing conditions were fulfilled.
Morgan Stanley acted as financial advisor and Rick van Aerssen, Nicholas Günther, Rafique Bachour and Maria Dreher-Lorjé of Freshfields Bruckhaus Deringer is acting as legal advisor to Abu Dhabi National. Goldman Sachs and Perella Weinberg are acting as financial advisors and Ralph Wollburg, Kristina Klaaßen-Kaiser, Christoph Barth, Daniela Seeliger and Stephan Oppenhoff of Linklaters acting as legal advisor to Covestro’s Board of Management on the transaction. Rothschild & Co and Macquarie Capital are acting as financial advisors, and SZA Schilling, Zutt & Anschütz as legal advisors to Covestro’s Supervisory Board. The Bidder has appointed Morgan Stanley Europe SE to act as central settlement agent for the Offer. Jochen Tyrolt, Christian Cascante, Florian Schorn and Julius-Vincent Ritz of Gleiss Lutz advises Perella Weinberg on various legal aspects in connection with the transaction.
XRG P.J.S.C completed the acquisition of 81.77% stake in Covestro AG (XTRA:1COV) for €9.6 billion on December 10, 2025.
