Covestro has signed an investment agreement with certain entities of the UAE’s state-owned oil company, ADNOC Group, including ADNOC International Limited and its subsidiary, ADNOC International Germany Holding AG. The agreement stipulates, among other items, that ADNOC International Germany Holding AG will make a public takeover offer for all outstanding shares of Covestro at a price of €62.00 per share. Covestro reports that 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, 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 ADNOC International Germany Holding AG 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.”

ADNOC International Germany Holding AG intends to make a cash offer to Covestro shareholders of €62.00 per share. This price implies an equity value for Covestro of approximately €11.7 billion and represents a premium of approximately 54 percent to the unaffected closing price on June 19, 2023, the day prior to any media coverage of a potential transaction, and a premium of 21 percent to the closing price on June 23, 2024, the last share price prior to Covestro announcing the beginning of the confirmatory due diligence and the start of concrete negotiations.

Learn more about Covestro at www.covestro.com. Additional information about ADNOC is available at www.adnoc.ae.