Covestro Recommends ADNOC International’s €11.7 Billion Takeover Offer to Support Sustainable Growth Strategy

Covestro Recommends ADNOC International’s €11.7 Billion Takeover Offer to Support Sustainable Growth Strategy

(IN BRIEF) Covestro’s management has recommended shareholders accept a €62.00 per share takeover offer from ADNOC International, highlighting the strategic partnership’s alignment with Covestro’s sustainability goals and the attractive 54% premium offered. The offer period runs through November 27, with a potential closing in the second half of 2025.

(PRESS RELEASE) LEVERKUSEN, 8-Nov-2024 — /EuropaWire/ — Covestro AG has announced that its Board of Management and Supervisory Board are recommending shareholders accept a takeover offer from ADNOC International Germany Holding AG, a subsidiary of ADNOC International. The offer, set at €62.00 per share in cash, reflects a premium of 54% over Covestro’s unaffected share price and values the company at approximately €11.7 billion. This offer aligns with Covestro’s ‘Sustainable Future’ strategy, aimed at advancing sustainable growth across sectors.

The partnership is built on an Investment Agreement, signed on October 1, 2024, which will run through 2028. This agreement sets the foundation for a long-term strategic collaboration, with ADNOC International committing to support Covestro’s business operations, maintain its corporate structure, and uphold its commitment to employee rights and collective bargaining agreements. Notably, ADNOC International has also committed to respecting German governance regulations and the retention of independent Supervisory Board members.

ADNOC International has pledged to support Covestro’s sustainability goals by purchasing new shares valued at €1.17 billion, representing a 10% increase in share capital, to further fund Covestro’s growth and green transformation initiatives. Covestro’s Board of Management and Supervisory Board reviewed the offer with financial advisors, finding it fair and attractive, and urging shareholders to accept it.

The offer period is open from October 25, 2024, through November 27, 2024, with a possible extension until December 16, 2024. Subject to customary regulatory approvals, the transaction is expected to close in the second half of 2025.

About Covestro:

Covestro is one of the world’s leading manufacturers of high-quality polymer materials and their components. With its innovative products, processes and methods, the company helps enhance sustainability and the quality of life in many areas. Covestro supplies customers around the world in key industries such as mobility, building and living, as well as the electrical and electronics sector. In addition, polymers from Covestro are also used in sectors such as sports and leisure, telecommunications and health, as well as in the chemical industry itself.

The company is geared completely to the circular economy. In addition, Covestro aims to achieve climate neutrality for its Scope 1 and Scope 2 emissions by 2035, and the Group’s Scope 3 emissions are also set to be climate neutral by 2050. Covestro generated sales of EUR 14.4 billion in fiscal year 2023. At the end of 2023, the company had 48 production sites worldwide and employed approximately 17,500 people (calculated as full-time equivalents).

Forward-looking statements

This news release may contain forward-looking statements based on current assumptions and forecasts made by Covestro AG. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in Covestro’s public reports, which are available at www.covestro.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.

Media Contacts:

Lars Boelke
Global Head of Media Relations
lars.boelke@covestro.com
+49 214 6009 4206
+49 1522 8860494

Sirin Emre-Flender
Corporate Channels & Media Relations
sirin.emre-flender@covestro.com
+49 162 733 0374

Svenja Paul
Global Media Relations
svenja.paul@covestro.com
+49 173 3056862

SOURCE: Covestro AG