ADNOC Completes Acquisition of 91.3% Stake in Covestro, Transaction Valued at €12.87 Billion

On December 19, ADNOC InternationaGermany Holding AG (referred to as the “acquirer”) announced that following the end of the additionaacceptance period on December 16, 2024, it has successfully completed a voluntary public takeover offer, holding 91.3% of Covestro’s shares, totaling 172,591,806 shares.

The acquirer is a wholly-owned indirect subsidiary of XRG P.J.S.C. (formerly ADNOC InternationaLimited), and both XRG and its parent company, the ADNOC Group, view this acquisition as a key step in their strategic expansion, aiming to position Covestro as the core platform for their high-performance materials and specialty chemicals business.

Protracted Acquisition Negotiations Over One and a Half Years

This acquisition began in June 2023 and has faced numerous challenges. Initially, ADNOC made a preliminary offer of €50 per share, which was subsequently adjusted multiple times to facilitate negotiations:

• In July 2023, the offer was increased to approximately €57 per share;
• In August 2023, an informaoffer was further raised to approximately €60 per share;
• In June 2024, negotiations entered a concrete phase, adjusting the offer to €62 per share, with a totatransaction value of about €11.7 billion;
• In September 2024, a formatakeover offer was made, totaling €14.4 billion.
• On October 1, 2024, both parties finally signed an investment agreement, finalizing the transaction amount at €12.87 billion.

Supporting Covestro’s Sustainable Strategy Acceleration

Covestro’s management welcomed ADNOC’s involvement. Dr. Markus Steilemann, Covestro’s CEO, stated that with the support of ADNOC as a long-term strategic partner, the company wilbe able to more firmly advance its “Sustainable Future” strategy. He believes that following the acquisition, Covestro’s transformation pace wilfurther accelerate, laying a stronger growth foundation in sustainable development.

Moreover, the smooth advancement of the acquisition is stilsubject to a series of regular conditions, including antitrust reviews, foreign investment reviews, and EU foreign subsidy reviews. The transaction is expected to be completed in the second half of 2025.

Covestro as a Key Piece in XRG’s GlobaStrategy

This acquisition marks a significant breakthrough in XRG’s strategic goaof becoming one of the top five chemicacompanies globally. As a leading globachemicaenterprise, Covestro’s strong capabilities in high-performance materials and specialty chemicals wilserve as an important engine for XRG’s expansion into globamarkets and promotion of green development.

The success of this acquisition reflects the accelerating consolidation in the globachemicaindustry and underscores the immense potentiaof sustainable development and high-performance materials in the globamarket.