Press Release
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- XRG (formerly known as ADNOC International) achieves highly successful final acceptance rate of its tender offer for Covestro
- Transaction marks pivotal milestone in XRG’s international chemicals growth strategy and ambition to become a top five global chemicals player
- First major transformational investment for XRG, enabling ADNOC to deliver on its international growth strategy
- Completion of the transaction is subject to regulatory clearances and closing is expected for the second half of 2025
Abu Dhabi, UAE | Frankfurt, Germany – December 19, 2024: 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”) announces the final results of the voluntary public takeover offer (the “Takeover Offer”) to all shareholders of Covestro AG (“Covestro” or the “Company”). 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, a world leader in high-quality polymer materials, subject to outstanding regulatory approvals. Today’s announcement marks a pivotal milestone in XRG’s ambitious growth strategy to become a top five global chemicals player.
His Excellency Dr. Sultan Ahmed Al Jaber, Executive Chairman of XRG, said: “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, 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.”
XRG and Covestro remain fully focused on fulfilling the regulatory conditions, including merger control, foreign investment control, and EU Foreign Subsidies Regulation clearances. The transaction is expected to close in the second half of 2025.
This transaction will solidify Covestro’s position as one of the world’s leading manufacturers of high-quality polymer materials – in both the “Performance Materials” and “Solutions & Specialties” segments. Reinforcing XRG’s commitment to Covestro’s “Sustainable Future” strategy and further strategic development, XRG has undertaken to provide additional funding to Covestro by subscribing to a capital increase, from authorized capital with exclusion of subscription rights, of 10% of Covestro’s current share capital, at the Offer Price, at closing of the transaction. In addition, XRG shares the view of the Covestro management team that the passion and expertise of Covestro’s workforce is essential to the Company’s success and views the transaction as an opportunity to foster the continued development of Covestro.
Information pertaining to regulatory clearances (in both English and German language) are available at www.covestro-offer.com.
About XRG:
XRG is a transformative international energy investment company, focused on lower-carbon energy and chemicals, and headquartered in Abu Dhabi. Wholly owned by ADNOC, XRG has an enterprise value of over $80 billion. Its portfolio includes interests in industry-leading companies that are meeting rapidly increasing global demand for lower carbon energy and the chemicals that are essential building blocks for products central to modern life.
To find out more, visit: www.XRG.com
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