Covestro Backs ADNOC's Takeover Bid with Investment Agreement

Covestro AG has signed an Investment Agreement with ADNOC Group entities, including ADNOC International and ADNOC International Germany Holding AG. This agreement includes a public takeover offer for all Covestro shares at €62.00 each. ADNOC International will also fully support Covestro’s "Sustainable Future" strategy. Following the transaction, Covestro will increase its share capital by 10% (18.9 million shares), issuing new shares to the Bidder at the offer price, totaling €1.17 billion, with simplified exclusion of subscription rights.

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.

Covestro has entered a strategic partnership with ADNOC International, aiming to enhance its growth in performance materials and specialty chemicals. Under a joint Investment Agreement lasting until the end of 2028, ADNOC commits to maintaining Covestro's existing operations and governance, including a co-determined Supervisory Board with independent members.

ADNOC will subscribe to new shares, contributing €1.17 billion to support Covestro’s “Sustainable Future” strategy, with no plans to sell or significantly reduce its business activities. The agreement also safeguards Covestro’s technology and intellectual property.

The current Board of Management will continue to lead Covestro, ensuring it remains a stock corporation under German law, even in the event of a potential delisting. Dividend payments are suspended until the transaction is finalized. Financial and legal advisors for both parties are engaged to facilitate the deal.

Source: Covestro AG