Covestro AG Signs Investment Agreement with ADNOC, Supports Takeover Offer

Covestro AG and entities of ADNOC Group, including ADNOC International Limited and its subsidiary ADNOC International Germany Holding AG, have signed an Investment Agreement effective until the end of 2028. As part of the agreement, ADNOC's subsidiary will make a public takeover offer for all outstanding Covestro shares at €62.00 per share.

Covestro's Board of Management and Supervisory Board also decided to increase the company's share capital by 10% upon completion of the takeover offer, issuing 18.9 million new shares to the Bidder at the offer price, raising approximately €1.17 billion. The offer requires a minimum acceptance rate of 50% plus one share and subject to regulatory and merger clearances.

After careful consideration, Covestro has expressed support for the takeover offer. The Board of Management and Supervisory Board will review the offer document and expect to recommend shareholders to accept it. Additionally, Covestro will not propose any dividend payments until the transaction concludes.