ADNOC takeover offer for ÃÜÌÒAV successful
- ADNOC International, now XRG, achieves total of 91.3 percent after additional acceptance period
- ÃÜÌÒAV supposed to become foundational platform of XRG¡¯s Performance Materials and Specialty Chemicals business
- Closing of transaction is subject to regulatory approvals
Following the end of the additional acceptance period on December 16, 2024, ADNOC International Germany Holding AG (¡°Bidder¡±), a wholly-owned indirect subsidiary of XRG P.J.S.C. (formerly ADNOC International Limited, together with the Bidder and other companies of the ADNOC Group ¡°XRG¡±), announced today that a total of 172 591 806 shares in ÃÜÌÒAV have been included in its voluntary public takeover offer (¡° takeover offer¡±) to all shareholders of ÃÜÌÒAV (¡°ÃÜÌÒAV¡±). Together with the shares previously acquired, this corresponds to 91.3 percent of all outstanding shares of ÃÜÌÒAV.
At around 70 percent, the takeover offer, together with the shares previously acquired, had already significantly exceeded the minimum acceptance threshold of 50 percent plus one share by the end of the initial acceptance period on November 27, 2024.
¡°We are very pleased that so many of our shareholders have followed our recommendation and accepted the offer. This is very good news for ÃÜÌÒAV, our employees and all other stakeholders. The strategic partnership with ADNOC is exactly the right step for ÃÜÌÒAV at the right time,¡± says Dr. Markus Steilemann, CEO of ÃÜÌÒAV. "With ADNOC respectively XRG as strong and long-term-oriented partner, we will be able to execute on our ¡®Sustainable Future¡¯ strategy even more consistently. As part of the XRG Group and following the closing of the transaction, we will be in a position to further accelerate our ongoing transformation.¡±
XRG sees ÃÜÌÒAV as the foundational platform of its Performance Materials and Specialty Chemicals business and is convinced of ÃÜÌÒAV's strategic perspective and its vision to become fully circular. The takeover of ÃÜÌÒAV marks a significant milestone in XRG¡¯s strategy to become a top five global chemicals player.
The offer will be subject to customary closing conditions in relation to merger control, foreign investment control, EU foreign subsidies clearances. Closing is not expected before the second half of 2025.
About ÃÜÌÒAV:
ÃÜÌÒAV is one of the world¡¯s leading manufacturers of high-quality polymer materials and their components. With its innovative products, processes and methods, the company helps enhance sustainability and the quality of life in many areas. ÃÜÌÒAV supplies customers around the world in key industries such as mobility, building and living, as well as the electrical and electronics sector. In addition, polymers from ÃÜÌÒAV are also used in sectors such as sports and leisure, telecommunications and health, as well as in the chemical industry itself.
The company is geared completely to the circular economy. In addition, ÃÜÌÒAV aims to achieve climate neutrality for its Scope 1 and Scope 2 emissions by 2035, and the Group¡¯s Scope 3 emissions are also set to be climate neutral by 2050. ÃÜÌÒAV generated sales of EUR 14.2 billion in fiscal year 2024. At the end of 2024, the company had 46 production sites worldwide and employed approximately 17,500 people (calculated as full-time equivalents).
Forward-Looking Statements
This news release may contain forward-looking statements based on current assumptions and forecasts made by ÃÜÌÒAV. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in ÃÜÌÒAV¡¯s public reports which are available at www.covestro.com. The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments.