Significant Events after the End of the Reporting Period
Signing of Investment Agreement with ADNOC
On October 1, 2024, Covestro AG signed an investment agreement with certain ADNOC Group companies, including ADNOC International Limited (“ADNOC International”) and its subsidiary ADNOC International Germany Holding AG (“Bidder”). The investment agreement specifies, among other things, that the Bidder will submit a public takeover offer to the shareholders of Covestro AG for all outstanding Covestro shares at a price of €62.00. At the same time, the Board of Management and Supervisory Board of Covestro AG resolved that, on completion of the transaction, the company’s capital stock should be increased by 10% (18,900,000 shares) and that, on and subject to completion, the new shares will be issued to the Bidder against payment of a price per share in the amount of the offer price, i.e., based on the offer price of €62.00, for a total amount of €1.17 billion, with simplified disapplication of subscription rights. In addition, in this agreement, ADNOC International commits itself to supporting without limitations the Sustainable Future corporate strategy.
The offer will be subject to a minimum acceptance ratio of 50% plus one share and the normal conditions of completion, including antitrust and foreign trade clearance, and clearance under EU law on foreign subsidies.
In accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), the offer document and other information relevant to the Bidder's public takeover offer have been made available on the following website after approval by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin): www.covestro-offer.com.
Following a detailed examination, the Supervisory Board and the Board of Management of Covestro AG welcome and support the takeover offer announced by the Bidder. They will carefully examine the offer document once it has been published and issue a reasoned opinion in accordance with section 27 WpÜG. Subject to the examination of the offer document, the Board of Management and Supervisory Board of Covestro AG expect that they will recommend to the company’s shareholders to accept the offer.