ADNOC International Germany Holding AG, an indirect subsidiary of XRG, announced today the final results of the voluntary public takeover offer to all shareholders of Covestro AG.
At the expiry of the additional acceptance period, the aggregate of the shares tendered and already purchased by XRG amount to 91.32 percent of the total shares outstanding of Covestro, making XRG the new majority shareholder of Covestro AG, a world leader in high-quality polymer materials.
“Today’s significant milestone marks the first major transformational investment for XRG in chemicals, accelerating our ambition to become a top five global chemicals player, as we strive to meet the growing global demand for energy and chemical products, and accelerate the transition towards a circular economy,” stated Dr. Sultan Ahmed Al Jaber, executive chairman of XRG.
Transaction to close in H2 2025
In their joint reasoned statement, published on November 7, the board of management and supervisory board of Covestro recommended that shareholders accept XRG’s takeover offer.
The success of the takeover offer is still subject to further regulatory conditions, including merger control, foreign investment control, and EU Foreign Subsidies Regulation clearances. XRG expects the transaction to close in the second half of 2025.
“As a strategic, long-term and value-add investor, XRG is fully committed to Covestro’s ‘Sustainable Future’ strategy, and we look forward to delivering value for all stakeholders and unlocking new growth opportunities together with the management team and employees of Covestro,” added Al Jaber.
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Covestro to support XRG’s growth plans
As the new majority shareholder, XRG seeks to solidify Covestro’s position as one of the world’s leading manufacturers of high-quality polymer materials – in both segments, Performance Materials and Solutions & Specialties. XRG has also committed to fully support Covestro in executing its Sustainable Future strategy and further strategic development, as part of the Investment Agreement.
Covestro lies at the heart of XRG’s growth plans and complements its decarbonization and advanced technologies leadership goals. Notably, XRG will formally commence activities in the first quarter of 2025. The company is a groundbreaking international lower-carbon energy and chemicals investment company with an enterprise value of over $80 billion.
Some of XRG’s most notable growth plans include more than doubling its asset value over the next decade by capitalizing on demand for low-carbon energy and chemicals.
With the takeover of Covestro, XRG’s Global Chemicals platform also aims to be a top five global chemicals player, producing and delivering chemical and specialty products essential for modern life to meet the projected 70 percent increase in global demand by 2050.
In addition, the company’s International Gas platform will build a world-scale integrated gas portfolio to help meet the anticipated 15 percent increase in global natural gas demand over the next decade, as a lower carbon transition fuel. It also seeks to meet the expected 65 percent increase in demand for LNG by 2050.
Meanwhile, XRG’s Low-Carbon Energies platform will invest in the solutions needed to meet the increasing demand for low-carbon energies and decarbonization technologies to drive economic growth through the energy transition. The market for low-carbon ammonia alone is expected to grow by between 70-90 million tonnes per annum by 2040, from close to zero now.
