- ADNOC International Germany Holding AG makes a takeover offer at €62.00 per Covestro share
- The Investment Agreement defines key aspects of the strategic partnership, including clear commitments by ADNOC International to fully support the ‘Sustainable Future’ growth strategy and to maintain the established governance of Covestro
- With ADNOC International's support, Covestro gains an even stronger foundation for sustainable growth in highly attractive sectors
- In this context, ADNOC International Germany Holding AG shall subscribe to new Covestro shares at the offer price via a capital increase
- 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
- Covestro supports the offer based on the Investment Agreement
- Shareholders benefit from a premium of 54 percent on the unaffected share price, prior to any media coverage of a potential transaction
Covestro has signed an Investment Agreement with certain entities of the ADNOC Group, including ADNOC International and its subsidiary, ADNOC International Germany Holding ('Bidder'). The 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 Company's 'Sustainable Future' strategy. At the same time, the Board of Management and the Supervisory Board of Covestro decided today that upon completion of the transaction, the Company's share capital shall be increased by 10% (18.900.000 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.
Dr. Markus Steilemann, CEO of Covestro, said: 'We are convinced that the agreement reached today with ADNOC International is in the best interest of Covestro, our employees, our shareholders, and all other stakeholders. With ADNOC International's support, we will have an even stronger foundation for sustainable growth in highly attractive sectors and can make an even greater contribution to the green transformation. We regard ADNOC International as a financially strong and long-term oriented partner with whom we will further drive our successful 'Sustainable Future' strategy in all market conditions. Our complementary growth strategies, shared commitment to advanced technologies, innovation and sustainability are key cornerstones of our partnership.'
His Excellency Dr. Sultan Ahmed Al Jaber, ADNOC Managing Director and Group CEO, said: 'As a global leader and industrial pioneer in chemicals, Covestro brings unmatched expertise in high-tech specialty chemicals and materials, using advanced technologies including AI. This strategic partnership is a natural fit and aligns seamlessly with ADNOC’s ongoing smart growth and future proofing strategy and our vision to become a top 5 global chemicals company. It represents a pivotal step for both organizations and embodies our disciplined approach to investing in strategic assets that drive long-term value and unlock new growth opportunities, while reinforcing our commitment to diversifying ADNOC’s portfolio. Our aligned strategies uniquely position us to meet the growing global demand for energy and chemical products, while accelerating the transition to a circular economy.'
About ADNOC International:
ADNOC International holds assets and investments across sectors spanning energy, chemicals and low-carbon solutions globally.
About Covestro:
Covestro is one of the world’s leading manufacturers of high-quality polymer materials and their components. With its innovative products, processes and methods, the company helps enhance sustainability and the quality of life in many areas. Covestro supplies customers around the world in key industries such as mobility, building and living, as well as the electrical and electronics sector. In addition, polymers from Covestro are also used in sectors such as sports and leisure, telecommunications and health, as well as in the chemical industry itself.
The company is geared completely to the circular economy. In addition, Covestro aims to achieve climate neutrality for its Scope 1 and Scope 2 emissions by 2035, and the Group’s Scope 3 emissions are also set to be climate neutral by 2050. Covestro generated sales of EUR 14.4 billion in fiscal year 2023. At the end of 2023, the company had 48 production sites worldwide and employed approximately 17,500 people (calculated as full-time equivalents).
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Source: Covestro
