Covestro AG (“Covestro” or “Company”) has today signed with entities of ADNOC Group, including ADNOC International Limited (“ADNOC International”) and its indirect subsidiary ADNOC International Germany Holding AG (“Bidder”), an Investment Agreement with a term until end of 2028. The Investment Agreement stipulates that the Bidder will make a public takeover offer for all outstanding shares of Covestro at a price of €62.00 per share.
At the same time, the Board of Management and the Supervisory Board of Covestro decided today that the Company's share capital shall be increased by 10% (18,900,000 shares) upon completion of the takeover offer. At and subject to closing, the new shares shall be issued to the Bidder against payment of a price per share equal to the offer price and, thus, based on an offer price of €62.00 against a total amount of €1.17 billion, with a simplified exclusion of subscription rights.
The takeover offer is subject to a minimum acceptance rate of 50 percent plus one share and customary closing conditions, including merger control, foreign investment control and EU foreign subsidies clearances.
After thorough consideration, Covestro welcomes and supports the Bidder’s announced takeover offer. The Board of Management and the Supervisory Board will carefully review the offer document after its publication and will issue their reasoned statements pursuant to Section 27 WpÜG. Subject to the review of the offer document, the Board of Management and the Supervisory Board currently assume that they will recommend to Covestro’s shareholders to accept the offer.
In connection with the conclusion of the Investment Agreement, the Board of Management, with the support of the Supervisory Board, has decided to not propose a dividend payment until the transaction has been completed.


Contact:
Ronald Köhler
Head of Investor Relations
Phone: +49 214 6009 5098
E-mail: ronald.koehler@covestro.com

Carsten Intveen
Phone: +49 214 6009 5861
E-mail: carsten.intveen@covestro.com

Marc Schütze
Phone: +49 214 6009 5281
E-mail: marc.schuetze@covestro.com