- ADNOC offers €62 per Covestro share, valuing the deal at €11.7 billion.
- The offer includes a 54% premium on the unaffected share price.
- Covestro's share capital will increase by 10%, raising €1.17 billion.
- The offer document will be available within six weeks after BaFin approval.
Takeover Offer Details
ADNOC International Germany Holding AG has made a public takeover offer for Covestro at €62.00 per share, valuing the company at approximately €11.7 billion. This offer represents a 54% premium on the unaffected closing price prior to any media coverage of the potential transaction. The offer is subject to a minimum acceptance level of 50% plus one share and requires customary closing conditions, including merger control and foreign investment clearances.
Investment Agreement
The Investment Agreement between Covestro and ADNOC outlines key aspects of their strategic partnership. ADNOC commits to supporting Covestro's "Sustainable Future" strategy and maintaining its established governance. The agreement includes a 10% increase in Covestro's share capital, resulting in €1.17 billion in proceeds, which will be used to further implement Covestro's growth strategy.
Governance and Operations
ADNOC has assured Covestro of its commitment to existing business activities, corporate governance, and organizational structure. The agreement recognizes German governance regulations and retains the co-determined Supervisory Board. Two Supervisory Board members will remain independent of ADNOC after the takeover. ADNOC also commits to protecting Covestro's technology and intellectual property.
Regulatory and Advisory Process
The offer document is expected to be available within six weeks after approval by BaFin. Covestro's Board of Management and Supervisory Board will review the offer document and issue their statements. Financial advisors for Covestro include Goldman Sachs and Perella Weinberg, with Linklaters as legal advisor. Rothschild & Co and Macquarie Capital are advising Covestro's Supervisory Board, with SZA Schilling, Zutt & Anschütz as legal advisors.
