December 23, 2024 – ADNOC International Germany Holding AG announced on December 19 that it has successfully completed a voluntary public tender offer for Covestro AG. Together with previously acquired shares, the company now holds a total of 172,591,806 shares in Covestro, representing 91.3% of all outstanding shares. Notably, ADNOC International Germany Holding AG is a wholly-owned indirect subsidiary of XRG P.J.S.C. (formerly ADNOC International Limited, collectively referred to as “XRG” with the acquirer and other companies in the ADNOC Group).
During the acquisition process, as of the end of the initial acceptance period on November 27, 2024, the tender offer, along with previously acquired shares, had already allowed XRG to hold approximately 70% of Covestro’s shares, far exceeding the minimum threshold of 50% plus one share required for the completion of the tender offer. This significant shareholding not only reflects XRG’s high valuation of Covestro but also lays a solid foundation for its subsequent strategic layout.
According to AsiaMB’s understanding, XRG views Covestro as a core platform for its high-performance materials and specialty chemicals business and highly recognizes Covestro’s strategic outlook and commitment to achieving full circularity. This acquisition is not only an important layout for XRG in the chemical industry but also a crucial step towards its strategic goal of becoming one of the top five global chemical companies.
However, the final completion of the transaction is subject to a series of customary closing conditions, including antitrust reviews, foreign investment reviews, and EU foreign subsidy reviews. Despite this, the industry generally expects this landmark transaction to be successfully completed as early as the second half of 2025. At that time, the powerful combination of XRG and Covestro is expected to bring about new changes in the global chemical market landscape and development opportunities.