ADNOC International's Successful Covestro Takeover Reaches 70% Acceptance

ADNOC International Germany Holding AG, now XRG, has achieved a major milestone with its takeover offer for Covestro AG, accumulating approximately 70% acceptance. This move positions XRG as the new majority shareholder, contingent upon outstanding regulatory approvals. The additional acceptance period is open from December 3 to December 16, 2024, allowing more shareholders to tender their shares.

The initial acceptance period exceeded the minimum threshold of 50% plus one share, closing on November 27, 2024, garnering 69.94% of Covestro's outstanding shares. The Board of Management and Supervisory Board of Covestro have recommended acceptance of the offer, anticipating XRG's future as a leading global chemicals company.

The transaction's closing requires more regulatory approvals, including merger control and EU foreign subsidies clearances, with an expected closure in H2 2025. The Bidder has also agreed not to pursue a domination or profit and loss transfer agreement during the investment agreement's term, which ends in 2028.