As of September 30, 2025, the scope of consolidation comprised Covestro AG and 57 (December 31, 2024: 55) consolidated companies.
The number of consolidated companies increased in the third quarter of 2025 as a result of the acquisition of Pontacol AG, Schmitten FR (Switzerland). Pontacol AG as well as its subsidiaries Pontacol GmbH, Buxtehude (Germany), and Pontacol Inc., Dover, Delaware (United States), were included in the Covestro Group’s consolidated financial statements for the first time effective August 28, 2025.
In the third quarter of 2025, effective August 28, 2025, Covestro successfully completed the acquisition of Pontacol AG, Schmitten FR (Switzerland), a manufacturer of multilayer thermoplastic adhesive films, from LAS Holding AG, Sempach Station (Switzerland). The acquisition was structured as a share deal, which involved the purchase of 100% of the shares. This acquisition strengthens Covestro’s Solutions & Specialties segment by adding complementary technologies, production capacities, and long-standing customer relationships. Through the acquisition of Pontacol, Covestro expands its portfolio in the field of thermoplastic adhesive films, thereby enhancing its ability to deliver higher added value across various industrial applications – in particular in the automotive, textile, electronics, and medical technologies. Pontacol has two operating companies – Pontacol AG and Pontacol GmbH, Buxtehude (Germany), each with its own production site – as well as the sales company Pontacol Inc., Dover, Delaware (United States).
The acquisition was accounted for in accordance with IFRS 3 (Business Combinations), which requires the identifiable assets acquired, liabilities assumed, as well as any contingent consideration to be recognized at their fair values as of the acquisition date.
Covestro and LAS Holding AG had agreed on transferred consideration of €28 million, which was paid in cash. In addition, earn-out payments of up to €5 million have been agreed, contingent on the achievement of various success parameters.
As part of the business combination, assets with a total fair value of around €45 million were recognized as of the acquisition date. They mainly consisted of property, plant and equipment of €22 million, intangible assets of €8 million, inventories of €6 million, receivables of €5 million, cash and cash equivalents of €2 million, and deferred tax assets of €2 million. The liabilities assumed totaled around €5 million and included payables of €2 million, deferred tax liabilities of €2 million, and provisions of €1 million.
Based on the difference between the consideration transferred and the fair value of the net assets acquired, the purchase price allocation revealed a negative difference (bargain purchase) of €11 million, meaning the acquisition was made below market value. After reviewing the valuation parameters and confirming the fair value measurement of the identified assets and liabilities, this negative difference was recognized as a bargain purchase in accordance with IFRS 3. The bargain purchase resulted from the currently challenging market conditions, especially in the automotive and textile customer industries, which led to low capacity utilization. Based on the expected earnings potential, the transferred consideration represents a favorable valuation for Covestro. In combination with the recently completed capacity expansions, this led to comparatively low consideration in relation to the net assets acquired.
In accordance with IFRS 3, the purchase price allocation may remain provisional for a period of up to 12 months after the acquisition date. For this reason, there may be adjustments to the allocation of the purchase price to individual assets and liabilities.