Covestro Shareholders Accept Adnoc’s XRG Takeover Deal

Mega Acquisition Covestro Shareholders Accept Adnoc’s XRG Takeover Deal

2025-01-08 Source: Press release Covestro 2 min Reading Time

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Adnoc’s XRG has secured a 91 % stake in Covestro at the end of the additional acceptance period. With this deal, XRG aims to work towards its goal of becoming a top five global chemicals player.

The takeover of Covestro marks a significant milestone in XRG’s strategy to become a top five global chemicals player.(Source: Covestro) — The takeover of Covestro marks a significant milestone in XRG’s strategy to become a top five global chemicals player.
(Source: Covestro)

Leverkusen/Germany – Following the end of the additional acceptance period on December 16, 2024, Adnoc International Germany Holding (“Bidder”), a wholly-owned indirect subsidiary of XRG (formerly Adnoc International, together with the Bidder and other companies of the Adnoc Group “XRG”), announced that a total of 172 591 806 shares in Covestro have been included in its voluntary public takeover offer (“takeover offer”) to all shareholders of Covestro. Together with the shares previously acquired, this corresponds to 91.3 percent of all outstanding shares of Covestro.

At around 70 percent, the takeover offer, together with the shares previously acquired, had already significantly exceeded the minimum acceptance threshold of 50 percent plus one share by the end of the initial acceptance period on November 27, 2024.

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“We are very pleased that so many of our shareholders have followed our recommendation and accepted the offer. This is very good news for Covestro, our employees and all other stakeholders. The strategic partnership with Adnoc is exactly the right step for Covestro at the right time,” says Dr. Markus Steilemann, CEO of Covestro. "With Adnoc respectively 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 and following the closing of the transaction, we will be in a position to further accelerate our ongoing transformation.”

XRG sees Covestro as the foundational platform of its Performance Materials and Specialty Chemicals business and is convinced of Covestro's strategic perspective and its vision to become fully circular. The takeover of Covestro marks a significant milestone in XRG’s strategy to become a top five global chemicals player.

The offer will be subject to customary closing conditions in relation to merger control, foreign investment control, EU foreign subsidies clearances. Closing is not expected before the second half of 2025.

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Date: 08.12.2025

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