ADNOC’s $16.6 Billion Covestro Deal to Clear EU Antitrust Hurdle Without Conditions

In a major leap toward diversifying beyond oil, Abu Dhabi National Oil Company (ADNOC) is set to receive unconditional approval from the European Union for its $16.6 billion acquisition of Covestro, according to a May 6 Reuters report. The EU’s antitrust regulators see no overlap between the two companies, eliminating concerns over competition issues.

The transaction, which marks ADNOC’s largest-ever deal, follows the successful tender offer completed in December 2024. Covestro, a key supplier of plastics and chemicals to industries like automotive and construction, will soon welcome ADNOC’s investment arm XRG as its new majority shareholder.

The deal underscores the Middle East’s growing commitment to strategic energy transition investments, as ADNOC accelerates efforts to pivot away from traditional fossil fuels. With regulators in South Africa and India already greenlighting the acquisition without remedies, Europe appears poised to follow.

Although Covestro has lowered its 2025 profit forecast, the company remains optimistic about navigating pending regulatory approvals. In an emailed statement, it said, “XRG and Covestro are working constructively with all authorities on FSR, FDI, and merger filings and are confident of obtaining final clearance before the December 2, 2025 deadline.”

Still pending is approval under the EU’s Foreign Subsidies Regulation (FSR)—a newer rule designed to tackle market distortions caused by state-backed foreign funding. ADNOC has yet to apply for this review, though it previously obtained FSR clearance for its Fertiglobe acquisition.

As the global chemical sector braces for change, ADNOC’s bold move may reshape market dynamics and solidify its stake in Europe’s advanced manufacturing ecosystem.