May 13, 2025 – According to a Reuters report, the $16.6 – billion acquisition of Covestro by the Abu Dhabi National Oil Company (ADNOC) of the United Arab Emirates is set to receive unconditional antitrust approval from the European Union under EU merger regulations.
This deal, the largest ever for ADNOC, highlights the investment diversification plans of Middle Eastern countries and their efforts to reduce dependence on oil in the context of the global transition to clean energy. The public takeover offer for this transaction was successfully concluded last December.
People familiar with the matter stated that the European Commission found no competition concerns, as there is no overlap between the two companies’ businesses.
On May 6, Covestro lowered its 2025 core profit forecast and said it would not speculate on the regulatory process. “XRG and Covestro are constructively collaborating with all relevant authorities regarding filings for the Foreign Subsidies Regulation (FSR), foreign direct investment (FDI), and merger control. We are confident in obtaining all outstanding approvals before the deadline of December 2, 2025,” the company said in an email.
Upon completion of the deal, XRG, ADNOC’s international investment arm, will become the new major shareholder of Covestro, a company that manufactures plastics and chemicals for the automotive, construction, and engineering industries.
The competition regulators in South Africa and India have already approved the deal without demanding any remedies.
The acquisition is also subject to the EU’s Foreign Subsidies Regulation (FSR), which focuses on unfair foreign aid to businesses. The regulation aims to curb unfair competition from companies outside the EU that receive subsidies from their governments.
Notably, ADNOC has not yet sought approval under the FSR for this deal. Last year, the company’s acquisition of the fertilizer company Fertiglobe received unconditional EU approval under the FSR framework.