News
XRG Significantly Exceeds Shareholder Acceptance Threshold for Covestro AG Offer
Abu Dhabi, UAE – December 19, 2024
Key takeaways
- XRG will be the new majority shareholder of Covestro, subject to outstanding regulatory approvals.
- Pivotal milestone in XRG’s chemical growth strategy and ambition to become a top five global chemicals player.
- Covestro to be core asset under XRG’s Global Chemicals platform; company is a global chemicals champion in performance materials, serving over 8,500 global customers through its 48 production sites in North America, Europe and Asia.
- Transaction highlights XRG’s ability to execute global investment opportunities at scale as it pursues ambitious growth agenda in chemicals, natural gas and lower carbon energies.
- First major transformational investment in chemicals for XRG, enabling ADNOC to deliver on Board-mandated international growth strategy.
Major transformational investment
ADNOC International Germany Holding AG (the “Bidder”), a wholly owned indirect subsidiary of XRG P.J.S.C. (formerly known as ADNOC International Limited, together with the Bidder and other companies of ADNOC Group, “XRG”), today, after expiry of the additional acceptance period, announced the final results of the voluntary public takeover offer (the “Takeover Offer”) to all shareholders of Covestro AG (“Covestro” or the “Company”).
At the expiry of the additional acceptance period on December 16, 2024, at 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time), the aggregate of the shares tendered and already purchased by XRG amount to c. 91.32% of the total shares outstanding of Covestro.
XRG will become the new majority shareholder of Covestro AG, a world leader in high-quality polymer materials, subject to outstanding regulatory approvals. Today’s announcement marks a significant milestone in XRG’s ambitious growth strategy to become a top five global chemicals player, while unlocking new growth opportunities.
In their joint reasoned statement, published on November 7, 2024, the Board of Management and Supervisory Board of Covestro recommended that shareholders accept the Takeover Offer.
At the expiry of the additional acceptance period on December 16, 2024, at 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time), the aggregate of the shares tendered and already purchased by XRG amount to c. 91.32% of the total shares outstanding of Covestro.
XRG will become the new majority shareholder of Covestro AG, a world leader in high-quality polymer materials, subject to outstanding regulatory approvals. Today’s announcement marks a significant milestone in XRG’s ambitious growth strategy to become a top five global chemicals player, while unlocking new growth opportunities.
In their joint reasoned statement, published on November 7, 2024, the Board of Management and Supervisory Board of Covestro recommended that shareholders accept the Takeover Offer.
“Today’s significant milestone marks the first major transformational investment for XRG in chemicals, accelerating our ambition to become a top five global chemicals player, as we strive to meet the growing global demand for energy and chemical products, and accelerate the transition towards a circular economy.”
Dr. Sultan Al Jaber
XRG Executive Chairman
His Excellency Dr. Sultan Ahmed Al Jaber, Executive Chairman of XRG, commented: “We are delighted that our offer for Covestro was accepted by the overwhelming majority of shareholders.
Today’s significant milestone marks the first major transformational investment for XRG in chemicals, accelerating our ambition to become a top five global chemicals player, as we strive to meet the growing global demand for energy and chemical products, and accelerate the transition towards a circular economy.
As a strategic, long-term and value-add investor, XRG is fully committed to Covestro's 'Sustainable Future’ strategy, and we look forward to delivering value for all stakeholders and unlocking new growth opportunities together with the management team and employees of Covestro.”
The success of the Takeover Offer is still subject to further regulatory conditions, including merger control, foreign investment control, and EU Foreign Subsidies Regulation clearances, with the transaction expected to close in the second half of 2025.
The underlying objective of the transaction is to solidify Covestro’s position as one of the world’s leading manufacturers of high-quality polymer materials – in both segments, “Performance Materials” as well as in “Solutions & Specialties”. XRG has committed to fully support Covestro in executing its “Sustainable Future” strategy and further strategic development, as part of the Investment Agreement.
Covestro lies at the heart of XRG’s growth plans and complements its decarbonization and advanced technologies leadership goals.
Today’s significant milestone marks the first major transformational investment for XRG in chemicals, accelerating our ambition to become a top five global chemicals player, as we strive to meet the growing global demand for energy and chemical products, and accelerate the transition towards a circular economy.
As a strategic, long-term and value-add investor, XRG is fully committed to Covestro's 'Sustainable Future’ strategy, and we look forward to delivering value for all stakeholders and unlocking new growth opportunities together with the management team and employees of Covestro.”
The success of the Takeover Offer is still subject to further regulatory conditions, including merger control, foreign investment control, and EU Foreign Subsidies Regulation clearances, with the transaction expected to close in the second half of 2025.
The underlying objective of the transaction is to solidify Covestro’s position as one of the world’s leading manufacturers of high-quality polymer materials – in both segments, “Performance Materials” as well as in “Solutions & Specialties”. XRG has committed to fully support Covestro in executing its “Sustainable Future” strategy and further strategic development, as part of the Investment Agreement.
Covestro lies at the heart of XRG’s growth plans and complements its decarbonization and advanced technologies leadership goals.
For the press