ADNOC and Covestro Enter into Investment Agreement
- 03-Oct-2024 5:15 PM
- Journalist: Shiba Teramoto
On October 1, 2024, Covestro AG entered into an Investment Agreement with ADNOC Group entities, including ADNOC International Limited and its subsidiary, ADNOC International Germany Holding AG. This agreement includes a public takeover offer from ADNOC to acquire all outstanding Covestro shares at €62.00 each. Additionally, ADNOC International pledges to fully back Covestro's "Sustainable Future" strategy. Following the completion of this transaction, Covestro's Board of Management and Supervisory Board plan to increase the Company’s share capital by 10%, issuing 18.9 million new shares to the Bidder at the offer price, totaling approximately €1.17 billion.
Covestro’s CEO, Dr. Markus Steilemann, expressed confidence that this partnership with ADNOC International will strengthen the Company’s foundation for sustainable growth across key sectors, enhancing its contributions to the green transformation. He emphasized that ADNOC International is a financially robust, long-term partner aligned with Covestro's growth strategies in innovation and sustainability.
His Excellency Dr. Sultan Ahmed Al Jaber, ADNOC’s Managing Director and Group CEO, highlighted Covestro's leading expertise in specialty chemicals and advanced technologies like AI. He stated that the partnership aligns with ADNOC’s smart growth strategy and ambition to become one of the world’s top five chemicals companies. The collaboration represents a strategic investment, aimed at diversifying ADNOC’s portfolio while addressing the increasing global demand for energy and chemical products.
The Bidder's cash offer of €62.00 per share signifies an equity valuation of approximately €11.7 billion for Covestro, providing a premium of 54% over the share price before media speculation began on June 19, 2023, and a 21% premium over the last price on June 23, 2024, before Covestro’s announcement of due diligence.
The offer is contingent on a minimum acceptance level of 50% plus one share, alongside customary closing conditions, including merger control and foreign investment approvals. The offer document, expected within six weeks, will be accessible following regulatory approval.
Covestro's Supervisory Board and management support the takeover offer, intending to recommend acceptance to shareholders after reviewing the offer document. The Investment Agreement, effective until the end of 2028, outlines commitments from ADNOC International to uphold Covestro's business operations and governance structure, ensuring compliance with German regulations.
Moreover, ADNOC International commits to protecting Covestro's intellectual property and maintaining its operational status as a stock corporation under German law, ensuring that two members of the Supervisory Board remain independent post-takeover. Following the agreement, Covestro’s management will continue directing the Company's strategic objectives, with the Board agreeing to support a delisting offer if ADNOC International pursues it. Meanwhile, Covestro plans to withhold dividend payments until the transaction’s completion or the regulatory approval process concludes.
