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In accordance with Article 13 of Law No. 104-12 on freedom of prices and competition and Article 10 of Decree No. 2-14-652 issued for its implementation, as amended and supplemented, the Competition Council makes available to the public the “operation summary” below, containing the information provided by the parties.
This information has been prepared by the notifying parties, who are solely responsible. Any inaccurate or distorted information contained therein does not in any way prejudge the Competition Council’s position on the proposed operation.
The publication of this press release does not attest to the completeness of the file provided for in Article 9 of Decree No. 2-14-652 issued for the implementation of Law No. 104-12 on freedom of prices and competition as amended and supplemented.
Names of the companies and groups concerned:
- The acquirer: “ADNOC International Germany Holding AG”;
- The target: “Covestro AG”.
Nature of the operation
- Acquisition of exclusive control.
Economic sectors concerned:
- Chemical products distribution market.
Deadline for interested third parties to submit their observations:
- 10 days from the date of publication of this press release, i.e. January 16, 2025.
NON-CONFIDENTIAL SUMMARY OF THE OPERATION PROVIDED BY THE PARTIES
The Competition Council has received notification of an economic concentration operation concerning the acquisition of up to 100% of the share capital of “Covestro AG” by the public limited company “XRG” (a 100% subsidiary of Abu Dhabi National Oil Company (ADNOC) PJSC which, along with its subsidiaries and controlled joint ventures, forms the “ADNOC Group”), via ADNOC International Germany Holding AG through a fully cash voluntary public takeover offer to all shareholders of “Covestro AG”. At the close of the Public Takeover Offer, “XRG” will subscribe to 18,900,000 new shares of “Covestro AG”, representing 10% of the current share capital of “Covestro AG”, through a cash capital increase excluding subscription rights of the remaining minority shareholders of “Covestro AG”.
“ADNOC International Germany Holding AG” is a German company with its registered office in Germany and is registered under commercial license number HRB 294070.
“ADNOC PJSC” is a UAE company headquartered in Abu Dhabi and is registered under commercial license number CN-1250984.
“The ADNOC Group” is an energy and petrochemical group operating across the hydrocarbon value chain.
“Covestro AG” is a German listed company, headquartered in Leverkusen (Germany), and registered in the commercial register of the local court of Cologne under number HRB 85281. “Covestro AG” is a producer of chemicals focusing on providing high-performance polymer materials and solutions.
Done in Rabat, January 2, 2025
