ADNOC’s XRG nears total control of Covestro AG after Dh63b takeover

Dubai: Abu Dhabi National Oil Company’s investment arm, XRG P.J.S.C., has secured near-total control of Covestro AG, holding about 95.10% of the company’s voting rights, according to recent regulatory filings in Germany.

The disclosures, published under Germany’s Securities Trading Act (WpHG), confirm a decisive shift in Covestro’s ownership following the voluntary public takeover offer launched in October 2024. Based on an updated total of 207.9 million voting rights, the filings identify the Government of Abu Dhabi, through XRG and its subsidiary ADNOC International Germany Holding AG, as the dominant controlling shareholder.

The filings also point to a sharp reduction in holdings by major institutional investors. BlackRock, Morgan Stanley and UBS have each seen their voting-rights positions fall to well below 1%, compared with previously disclosed stakes of about 5% to nearly 10% before the takeover.

The consolidation of voting power underscores the success of XRG’s offer and positions it as the key decision-maker in Covestro’s future direction. The acquisition, valued at about €14.7 billion (Dh63 billion), is ADNOC’s largest deal to date and one of the most significant Middle Eastern investments in Europe’s chemicals sector.

These voting-rights notifications follow final approvals from the European Commission and Germany’s Federal Ministry for Economic Affairs and Energy, which cleared the transaction under EU competition rules, the Foreign Subsidies Regulation, and German foreign-investment controls. With these conditions satisfied, the takeover has moved to completion.

The change in shareholding concludes nearly a year of regulatory scrutiny by European and German authorities, beginning with the public offer in late 2024. Covestro, a global supplier of polymer and high-performance materials, now enters a new phase under majority ownership by the Abu Dhabi-based investor.

XRG secured the last outstanding approvals last month. The European Commission granted clearance under the Foreign Subsidies Regulation, while Germany’s economy ministry approved the transaction under its foreign-investment regime. The deal had already received unconditional EU antitrust approval in May 2025, with regulators citing limited overlap between the companies’ activities.

Covestro said it will remain headquartered in Leverkusen, retain its management team, and continue operating its global network of 46 production sites and 13 research centres, employing about 17,500 people worldwide. Existing employment agreements and corporate governance structures are expected to remain unchanged.

Under the new ownership structure, Covestro is set to become a core platform for XRG’s performance materials and specialty chemicals strategy. The company’s portfolio of more than 10,000 polymer materials serves sectors including mobility, construction, electronics and renewable energy, supporting demand linked to the energy transition and advanced manufacturing.

XRG has positioned the acquisition as a strategic move to expand its global chemicals presence and deepen its footprint in high-growth industrial markets. The company plans to leverage Covestro’s research capabilities and global site network to scale investment into digital, circular and sustainable solutions.

Following completion, Covestro and XRG have launched a strategic partnership supported by a €1.17 billion capital increase, aimed at strengthening Covestro’s balance sheet and advancing its “Sustainable Future” strategy focused on circular economy solutions and climate-aligned innovation.

As the takeover settles, XRG’s control is expected to bring ownership stability while supporting long-term investment in energy transition materials and advanced manufacturing, marking a turning point for Covestro and a notable milestone in the globalisation of the chemicals industry.