ADNOC International Group is about to complete the acquisition of Covestro Holdings, moving into the ranks of global chemical giants.

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ADNOC International Group, through its subsidiary ADNOC International Germany Holding AG, has successfully acquired a 91.3 per cent stake in Covestro, with a transaction value of approximately € 12.87 billion, which is expected to be completed in the second half of 2025. The acquisition will be the largest merger in Europe this year, helping XRG to become the world's top five chemical companies.

Recently, ADNOC International Germany Holding AG announced that after the successful completion of the additional acceptance period on December 16, 2024, it has successfully passed a voluntary public offer. In addition to the shares it has previously held, it has accumulated 172,591,806 shares of Covestro, accounting for 91.3 per cent of all shares issued by Covestro. ADNOC International Germany Holding AG is a wholly-owned subsidiary of XRG P.J.S.C. (formerly ADNOC International Limited, collectively referred to as "XRG" with the Acquirer and the rest of the ADNOC Group).

's acquisition is a sign that XRG sees Covestro as a key platform for performance materials and specialty chemicals, and is confident in Covestro's strategic vision and vision of a fully circular economy. XRG said that the acquisition of Covestro will lay a solid foundation for its strategic goal of becoming the world's top five chemical companies.

The completion of

transaction still needs to meet the standard transaction conditions such as anti-monopoly review, foreign investment review and EU foreign investment subsidy review. It is expected that the dust will settle in the second half of 2025 at the earliest.

review the entire acquisition process, as early as the end of the initial acceptance period as of November 27, XRG had acquired about 69.94 percent of Covestro's total outstanding shares, far exceeding the minimum acceptance threshold of 50% plus one share stipulated in the voluntary public offer.

On October 1 this year, Covestro (Covestro) signed an investment agreement with related entities under the Abu Dhabi National Oil Company Group (ADNOC), including ADNOC International and its subsidiary ADNOC International Germany Holding. The agreement stipulates that the acquirer will make a public offer to all Covestro shareholders at a price of 62.00 euros per share.

This price is

at a premium of about 54 per cent over the closing price before the potential deal was reported on June 19, 2023, and 21 per cent over the closing price before formal negotiations began on June 23, 2024. At this price, Covestro's equity value is as high as about 11.7 billion euros (about 91.3 billion yuan).

Covestro also revealed that after the transaction is completed, the company will increase its share capital by 10% (about 18.9 million shares) and issue new shares to ADNOC at the offer price when the transaction is concluded. This move will bring Covestro an additional 1.17 billion euros in revenue.

comprehensive calculation, the combined value of this transaction will reach 12.87 billion euros (about 100.214 billion yuan), which is expected to become the largest M & A transaction in Europe this year. This acquisition not only highlights the ambition of ADNOC International Group, but also heralds new opportunities for Covestro.

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