Adnoc to Buy Covestro for €12 Billion in Its Biggest Deal

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(Bloomberg) -- Abu Dhabi National Oil Co. has reached a deal to buy chemical producer Covestro AG for about €11.7 billion ($13 billion), in what’s set to be the biggest Middle Eastern acquisition of a European firm.

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Adnoc and Covestro said the takeover will value the German company at €62 per share and hinges on the Abu Dhabi oil producer receiving at least 50% plus one share in its tender offer. The deal would be Adnoc’s largest acquisition and give it control over a major European industrial company with roots going back to the 19th century.

Adnoc’s Chief Executive Officer Sultan Al Jaber has been scouring the world for acquisitions, armed with vast oil revenue that’s already turned the company into one of the world’s most active energy dealmakers. It has picked up stakes in gas projects in the US and Mozambique in recent months. Chemicals are a big part of that push as it sees opportunities in products used to make plastics, while the energy transition slows oil demand growth.

The deal for Covestro comes more than a year after talks first started, with Adnoc first offering €55 per share and bumping it higher several times, Bloomberg News has reported. The agreed offer represents about an 11% premium to Covestro’s closing price of Monday as well as a 54% premium that on June 19, 2023, the last full trading day before Bloomberg News revealed Adnoc’s initial approach.

Covestro’s shares jumped as much as 4% on Tuesday, and were at 58 euros apiece as of 10:33 am in German trading. The company’s management and supervisory boards support Adnoc’s offer.

“From the outset this transaction seems to fall into the ‘when, not if’ category, it is so deeply strategic for both sides — both from a corporate and a political perspective,” advisory firm MKP Advisors said in a note. The transaction is “highly likely to close,” it said.

As part of the deal, post-completion Adnoc will subscribe to a capital increase that will give Covestro about €1.2 billion of fresh capital. The UAE company also doesn’t plan a so-called domination agreement that can give acquirers wide-ranging control of a German target. It signaled it could delist Covestro or squeeze out minority shareholders in the future.

Adnoc said it will finance the takeover with available cash.

(Updates with details and context from the second paragraph.)

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