Commission opens in-depth foreign subsidies investigation into ADNOC's acquisition of Covestro

Press release   Jul 28, 2025   Brussels

The European Commission has opened an in-depth investigation to assess, under the Foreign Subsidies Regulation (‘FSR'), the acquisition by Abu Dhabi National Oil Company PJSC (‘ADNOC') of Covestro. The Commission has preliminary concerns that foreign subsidies granted by the United Arab Emirates (‘UAE') could distort the EU internal market.

ADNOC is a State-owned oil and gas producer based in the UAE. Covestro is a chemicals producer based in Germany.

The Commission's preliminary concerns

The preliminary investigation indicates that ADNOC and Covestro may receive foreign subsidies distorting the EU internal market.

The possible foreign subsidies notably include an unlimited guarantee from the UAE, as well as a committed capital increase by ADNOC into Covestro. The Commission has preliminary concerns that the foreign subsidies may have enabled ADNOC to acquire Covestro at a valuation and financial terms that would not be in line with market conditions, and which could not have been matched by unsubsidised investors. The Commission also has preliminary concerns that the transaction could allow ADNOC to adopt investment strategies that would impact competitive conditions in the internal market.

During its in-depth investigation, the Commission will assess in particular:

• Whether the foreign subsidies that ADNOC may have received distorted the outcome of the acquisition process. ADNOC may have offered an unusually high price and other favourable conditions, which may have deterred other investors from making an offer.

• Whether such potential foreign subsidies may lead to negative effects in the internal market with respect to the merged entity's activities after the transaction.

The transaction was notified to the Commission on 15 May 2025. The Commission now has 90 working days, until 2 December 2025, to take a decision. The opening of an in-depth investigation does not prejudge the outcome of the investigation.

Companies

ADNOC, headquartered in the UAE, is a State-owned oil and gas producer, the national oil company of Abu Dhabi.

Covestro (formerly Bayer MaterialScience AG), a publicly listed company incorporated in Germany, is a chemical producer that focuses on the supply of high-performance polymers and components for such polymers. It serves a wide variety of sectors and currently has around 18 000 employees.

The procedure under the Foreign Subsidies Regulation

The FSR started to apply on 12 July 2023. The Regulation enables the Commission to address distortions caused by foreign subsidies, and thereby allows the EU to ensure a level playing field for all companies operating in the internal market while remaining open to trade and investment.

According to the FSR, companies must notify concentrations to the Commission when at least one of the merging companies, the acquired company or the joint venture is established in the EU and generates an EU turnover of at least €500 million, and when the parties were granted at least €50 million in combined aggregate foreign financial contributions from third countries in the three years prior to the concentration.

By the end of its 90-working day in-depth investigation the Commission may (i) accept commitments proposed by the company if they fully and effectively remedy the distortion, (ii) prohibit the concentration, or (iii) issue a no-objection decision.

More information will be available on the Commission's competition website, in the Commission's public case register under the case number FS.100156.

PharmaSGP Holding SE: FUTRUE GmbH submits request to implement squeeze-out of minority shareholders of PharmaSGP Holding SE

Ad-hoc announcement pursuant to Article 17 of the Regulation (EU) No. 596/2024

Gräfelfing, July 24, 2025 – FUTRUE GmbH informed PharmaSGP Holding SE (ISIN: DE000A2P4LJ5) today that it holds more than 95% of the shares in PharmaSGP Holding SE in the meaning of Section 327a of the German Stock Corporation Act (AktG).

Furthermore, today, FUTRUE GmbH submitted a request to PharmaSGP Holding SE pursuant to Section 327a of the German Stock Corporation Act (AktG) that the general meeting of PharmaSGP Holding SE shall pass a resolution on the transfer of the shares held by the remaining shareholders of PharmaSGP Holding SE to FUTRUE GmbH in return for an appropriate cash compensation (squeeze-out).

As also mentioned in the ad hoc announcement by PharmaSGP Holding SE on June 10, 2025, FUTRUE GmbH announced its intention to carry out a squeeze-out of the minority shareholders of PharmaSGP Holding SE within the meaning of Section 327a of the German Stock Corporation Act (AktG) (in conjunction with Section 62 (5) of the German Transformation Act (UmwG), if applicable) already in the context of the publication of its decision to make a public delisting tender offer to the shareholders of PharmaSGP Holding SE on June 10, 2025.

The amount of the cash compensation under the squeeze-out is yet to be determined; it will be communicated by FUTRUE GmbH once the necessary valuation of PharmaSGP Holding SE has been completed. Thereafter, in accordance with statutory provisions, PharmaSGP Holding SE will decide upon convening an extraordinary general meeting to resolve upon the transfer resolution.

4SC AG: Capital reduction to zero and simultaneous cash capital increase with subscription rights planned

Public disclosure of inside information according to article 17 MAR

- Measures to be resolved by the Company's Annual General Meeting on 19 September 2025
Capital reduction will result in delisting of the Company

- The capital increase will be carried out by issuing a total of approximately 2.7 million new shares, which will be offered to shareholders for subscription in the ratio of 4:1; the subscription price is EUR 1.00 per new share plus a premium of up to 5 %

- Major shareholders have committed to subscribe for the full amount of the capital increase

- The injection of new capital will be used to finance the Company's ongoing costs during a transitional period for the purpose of examining a strategic realignment of the Company by providing it with new business, which may also enable the Company to utilize existing income tax loss carryforwards in the future

- Implementation of the measures is subject to the issuing of a binding ruling by the competent tax authorities to ensure that existing income tax loss carryforwards of the Company remain unaffected by the planned capital measures

Planegg-Martinsried, Germany, 23. Juli 2023 – The Management Board and Supervisory Board of 4SC AG ("4SC") (Frankfurt Stock Exchange, Prime Standard: ISIN: DE000A3E5C40) today decided to propose to this year's Annual General Meeting to resolve on a capital cut with a reduction of the Company's share capital to zero to cover losses and a simultaneous cash capital increase from zero to EUR 2,726,522 through the issuance of a total of 2,726,522 new shares. All new shares are to be offered to shareholders at a ratio of 4:1 (one new share for each four existing shares) at a subscription price of EUR 1.00 per new share plus a premium of no more than 5 %. The premium is intended to cover fees, costs and expenses incurred by the settlement bank to be commissioned with settling the capital measures. The two major shareholders of 4SC issued binding commitments to subscribe for the full amount of the capital increase today. The Company's Annual General Meeting will take place on 19 September 2025 and will be convened today.

As previously announced, 4SC had decided to discontinue the development and commercialization of its only remaining drug candidate Resminostat (Kinselby) following a negative opinion by the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) with respect to its market authorization application for Resminostat (Kinselby). As a result, 4SC no longer has any operating business of its own.

Based on preliminary figures, the Company's half-year financial statements as of 30 June 2025 will show negative equity (according to the German Commercial Code) in the range of approximately EUR - 2.6 million. The Company's available cash and cash equivalents are sufficient to cover the projected costs for an orderly liquidation to be completed in Q4 2026. However, given the Company's balance sheet, the Company's shares already have no intrinsic value today. In the event of the Company being liquidated, the Management Board expects that 4SC will, at best, be able to repay a small portion of the outstanding subordinated shareholder loans. There would be no liquidation surplus that could be distributed to 4SC's shareholders.

That said, the Company has income tax loss carryforwards that are not transferable and would be lost in the event of the Company's liquidation. Their current amount has not been definitively determined and depends, among other things, on past changes in the direct and indirect shareholdings of shareholders in 4SC. The planned injection of new capital is intended to give the Company sufficient time to examine options for a strategic realignment by acquiring new business, which may also enable the Company to utilize the tax loss carryforwards in the future. The capital injected will be used to finance the Company's ongoing costs for this transitional period. It is therefore not intended for investment and is not expected to result in a sustained positive equity position for the Company. Rather, the acquisition of new business is contingent upon the successful completion of the review and will require further injection of equity, and, potentially, also a further capital cut (including, if necessary, by way of a further capital reduction to zero). 4SC's main shareholder, whose continuing majority interest in the Company is a prerequisite for the retention of the aforementioned tax loss carryforwards, supports the plan.

The current capital reduction enables the planned injection of new capital with priority over the existing shares, which will be eliminated by the capital reduction to zero. Shareholders who do not participate in the capital increase will therefore cease to be shareholders of the Company as a result of the capital reduction. Furthermore, the capital reduction to zero will cause the revocation of the admission of the Company's shares to trading on the regulated market of the Frankfurt Stock Exchange (delisting). There are no plans to reapply for a stock exchange listing of the new shares. This will remove ongoing costs for the Company with regard to the stock exchange listing and the associated legal obligations.

To ensure that the planned capital measures do not affect existing income tax loss carryforwards, the Company plans to apply to the competent tax authorities for a binding ruling. The implementation of the capital measures will be subject to the granting of such binding ruling.

artnet AG: Management board and supervisory board of artnet recommend the acceptance of the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH

Corporate News

- Joint reasoned statement of the management board and the supervisory board on the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH published

- The management board and supervisory board support the Offer which is in the best interest of artnet and its stakeholders, and recommend the shareholders of artnet to accept the Offer

- Offer price of EUR 11.25 per share considered to be adequate

- Delisting upon expiry of the further acceptance period of the Offer

Berlin/New York, July 22, 2025 – Today, the management board and the supervisory board of artnet AG ("artnet" or "Company") published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG") on the voluntary public takeover and delisting offer of Leonardo Art Holdings GmbH ("Bidder") ("Offer") to all shareholders of artnet ("Reasoned Statement"). The Bidder is a holding company which is advised by Beowolff Capital Management Ltd. ("Beowolff Capital").

After having independently and carefully reviewed and evaluated the offer document for the Offer published by the Bidder, the management board and the supervisory board support the Offer which is in the best interest of artnet and its stakeholders and recommend all shareholders of artnet to accept the Offer.

The management board and the supervisory board both welcome the economic and strategic intentions of the Bidder as laid out in the offer document. The Bidder has reaffirmed its intention to establish a long-term and stable ownership structure for artnet. The intention of this structure is to enable the Company to pursue its strategic roadmap more effectively outside the constraints of the capital market, by accelerating growth in all core segments through the expertise of artnet's management in collaboration with Beowolff Capital. The necessary revocation of the admission of artnet's shares ("artnet Shares") to trading on the regulated market of the Frankfurt Stock Exchange ("Delisting") is intended, in particular, to enable artnet to significantly save costs incurred in connection with the stock exchange listing, to reduce regulatory expenses and to free up management capacity currently tied up by the stock exchange listing. The basis for the Delisting is the investment and delisting agreement concluded between artnet and the Bidder on May 27, 2025, which stipulates the essential provisions of the Offer, with particular regard to the Delisting, as well as the common intentions and the common understanding with regard to the future cooperation and strategy.

Further, the management board and the supervisory board consider the offer price of EUR 11.25 per artnet Share to be adequate. In assessing the adequacy of the offer price, the management board and the supervisory board have been advised by RSM Ebner Stolz who has issued a fairness opinion confirming the adequacy of the offer price from a financial point of view which is attached to the Reasoned Statement.

The Bidder has already secured a stake of more than 89% of the artnet Shares through share purchases and binding agreements with shareholders.

The acceptance period for the Offer during which the shareholders of artnet can tender their shares has commenced with the publication of the offer document on July 8, 2025 and will end on August 5, 2025, 24:00 hrs (local time Frankfurt/Main) / 18:00 hrs (local time New York). Shareholders of artnet may accept the Offer via their depositary bank. Shareholders are advised to contact their respective depositary bank to tender their artnet Shares. As a voluntary public takeover and delisting offer, the offer is not subject to any offer conditions. Further details regarding the Offer can be found in the offer Document of the Bidder, which is available on the website www.leonardo-offer.com.

Subject to the fiduciary duties of the management board, the Company has committed itself to file the application for the Delisting with the Frankfurt Stock Exchange no later than two (2) business days following the publication pursuant to Section 23 para. 1 sentence 1 no. 2 WpÜG with a view to effectuate the Delisting at the latest at the time of expiration of the additional acceptance period of the Offer and in accordance with any timing requirements imposed by the German Federal Financial Supervisory Authority and the Frankfurt Stock Exchange. Further, the Company has committed itself in the investment and delisting agreement to refrain from submitting any applications for admission of the artnet Shares to a regulated market of a stock exchange or from taking any action that cause or support the inclusion of artnet Shares in the open market of a stock exchange or another multilateral trading facility or organized trading facility within the meaning of the Market Abuse Regulation

The Reasoned Statement is published on the website of artnet at www.artnet.com/investor-relations/ in section "Takeover and Delisting Offer". Copies of the Reasoned Statement as well as any additions and/or additional statements on possible amendments to the Offer will also be made available free of charge at the Company (artnet AG, Niebuhrstrasse 78, 10629 Berlin, Germany) (order also possible by calling +49 (0)30 209 178-0 or by sending a fax to +49 (0)30 209 178-29 or by sending an e-mail to ir@artnet.com, in each case providing a complete postal address for mailing or an e-mail address).

The Reasoned Statement, any additions and/or additional statements on possible amendments to the Offer are published in German and in a non-binding English translation. Only the German versions are authoritative.

The Management Board and the Supervisory Board point out that only the Reasoned Statement is authoritative. The information in this press release does not constitute an explanation or addition to the contents in the Reasoned Statement.

PharmaSGP Holding SE: Acceptance period for FUTRUE GmbH’s public delisting tender offer underway

Corporate News

Gräfelfing, July 18, 2025 – PharmaSGP Holding SE (ISIN: DE000A2P4LJ5 WKN: A2P4LJ) announces that the public delisting tender offer made by FUTRUE GmbH to the shareholders of PharmaSGP is open for acceptance.

Shareholders of PharmaSGP can tender their shares under the delisting tender offer in exchange for a cash consideration of €28.00 per PharmaSGP share until August 11, 2025 at 24:00 hours (CEST).

The offer document as well as a non-binding English translation of the offer document are available online at https://www.futrue-offer.com.

Gerresheimer AG: Discussions on potential takeover offer ended

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014

Duesseldorf, July 16, 2025. The Management Board of Gerresheimer AG (ISIN: DE000A0LD6E6, "Gerresheimer") has decided to end discussions with private equity investors regarding a potential takeover offer.

After a thorough analysis of the current state of the discussions, the company believes that continuing the discussions is not in the best interest of the company and its stakeholders.

Independent of the end of the discussions, Gerresheimer will continue to consistently pursue the strategic direction and implementation of global growth projects, particularly in the area of systems and solutions for biologics.

Zalando SE: Zalando and ABOUT YOU Receive Final Regulatory Clearance to Team Up, with Closing Planned for 11 July 2025

Corporate News

BERLIN / HAMBURG, 1 JULY 2025 // Zalando SE (“Zalando”) today announced that the European Commission granted merger control clearance for the voluntary public takeover offer to the shareholders of ABOUT YOU Holding SE (“ABOUT YOU”) and further share purchase agreements, thus fulfilling all closing conditions for the transaction. The takeover offer is planned to be settled on 11 July 2025.

Through the settlement, shareholders who accepted the offer will receive the offer price of EUR 6.50 per tendered ABOUT YOU share. With an acceptance ratio of 20.56% and taking into account further share purchase agreements entered into in the context of the takeover offer and further market purchases, Zalando has secured more than 90% of ABOUT YOU’s share capital (excluding treasury shares).

Zalando still has the firm intention as a next step to carry out a squeeze-out of the remaining minority shareholders of ABOUT YOU and to acquire the remaining ABOUT YOU shares against adequate cash compensation. The squeeze-out shall take place as part of a merger of ABOUT YOU into a wholly owned subsidiary of Zalando.

Further information is available at https://www.the-perfect-fit.de

ZALANDO

Founded in Berlin in 2008, Zalando is Europe’s leading online multi-brand fashion destination. Zalando is building a pan-European ecosystem for fashion and lifestyle e-commerce, along two growth vectors: Business-to-Consumer (B2C) and Business-to-Business (B2B). In B2C, we provide an inspiring, high-quality multi-brand shopping experience for fashion and lifestyle products to more than 52 million active customers across 25 markets. In B2B, we leverage our logistics infrastructure, software, and service capabilities to support brands and retailers in managing and scaling their entire e-commerce business, both on and off the Zalando platform. Through our ecosystem vision, Zalando aims to enable positive change in the fashion and lifestyle industry. For further information, please visit: https://corporate.zalando.com

ABOUT YOU

ABOUT YOU is an international e-commerce group, organised into different strategic business units: The online fashion store ABOUT YOU represents the Group's business-to-consumer business. With over 12 million active customers, ABOUT YOU is one of the largest online retailers for fashion and lifestyle in Europe and the leading provider of a personalised shopping experience on smartphones. In the award-winning ABOUT YOU app and on aboutyou.com, customers find inspiration and a range of around 750,000 items from nearly 4,000 brands. The Group's business-to-business operations are largely handled by SCAYLE GmbH. SCAYLE offers a modern, cloud-based enterprise shop system that enables brands and retailers to scale their digital businesses quickly and flexibly, and adapt to growing customer needs. Around 300 online stores choose SCAYLE's Commerce technology under a license model, including leading brands and retailers such as Harrods, Manchester United, Deichmann, Fielmann, and FC Bayern. For further information, please visit: corporate.aboutyou.de/en.