Linklaters advises Covestro AG on an Investment Agreement with certain entities of ADNOC Group and in connection with a public takeover offer by ADNOC International Germany Holding AG to all Covestro shareholders.
The Investment Agreement, which runs until the end of 2028, stipulates, among other items, that ADNOC International Germany Holding AG will make a public takeover offer for all outstanding shares of Covestro at a price of €62.00 per share. In addition, ADNOC International is committing itself to fully supporting Covestro’s “Sustainable Future” strategy, including a cash inflow of around €1.17bn. In this context, the Board of Management and the Supervisory Board of Covestro decided that upon completion of the transaction, Covestro’s share capital shall be increased by 10% (18.900.000 shares) and that the new shares shall be issued to the ADNOC International Germany Holding AG at the offer price under simplified exclusion of subscription rights.
The Investment Agreement also includes several commitments on the part of ADNOC International to maintain Covestro’s existing business activities, corporate governance, and organisational business structure. In addition to the commitment that, upon completion of the takeover offer, two members of the Supervisory Board on the shareholder representatives` side will remain independent of ADNOC Group, it was also agreed that no divestitures, closures, or significant reductions in Covestro’s business activities will be initiated as part of the transaction, and a commitment to protect Covestro’s technology and intellectual property was given. Furthermore, ADNOC International commits in the Investment Agreement that Covestro will continue to be managed as a stock corporation and that no domination and/or profit and loss transfer agreement will be concluded with Covestro.
The offer will be subject to a minimum acceptance level of 50 percent plus one share and customary closing conditions, including merger control, foreign investment control, EU foreign subsidies clearances.
The Linklaters Team is led by Dr. Ralph Wollburg (Partner, Chairman Global Corporate and Co-Head of Global M&A, Düsseldorf) and Kristina Klaassen-Kaiser (Partner, Corporate/M&A, Düsseldorf).
The team also includes Christoph Barth (Partner, Antitrust & Foreign Investment, Düsseldorf), Prof. Dr. Daniela Seeliger (Partner, Antitrust & Foreign Investment, Düsseldorf), Stephan Oppenhoff (Partner, Corporate/M&A, Frankfurt), Dr. Christoph van Lier (Counsel, Corporate/M&A, Düsseldorf), Tobias Rump (Counsel, Antitrust & Foreign Investment, Düsseldorf), Dr. Arne Kießling (Counsel, Corporate/M&A, Düsseldorf), Jonathan Gafni (Senior Counsel, Antitrust & Foreign Investment, Washington DC), Ann-Christin Käser (Managing Associate, Antitrust & Foreign Investment, München), Dr. Christopher Scholz (Managing Associate, Corporate/M&A, Düsseldorf), Dr. Tobias Buddemeier (Managing Associate, Corporate/M&A, Düsseldorf), Alexander Krieg (Managing Associate, Corporate/M&A, Frankfurt), Tim Dever (Managing Associate, Antitrust & Foreign Investment, Düsseldorf), Ibrahim Toksöz (Associate, Corporate/M&A, Düsseldorf), Chao Fan Chen (Associate, Corporate/M&A, Düsseldorf), Annelie Krasenbrink (Associate, Corporate/M&A, Düsseldorf), Dr. Kevin Eisenschmidt (Associate, Corporate/M&A, Frankfurt), Dr. Hans-Markus Wagener (Associate, Antitrust & Foreign Investment, Düsseldorf), Dr. Rana Ersoy (Associate, Corporate/M&A, Düsseldorf), Paul Peters (Associate, Corporate/M&A, Düsseldorf), Julia Funke (Associate, Antitrust & Foreign Investment, Düsseldorf), Odysseas Tzanetis (Associate, Antitrust & Foreign Investment, Düsseldorf) and Dr. Alexander Fuchs (Associate, Antitrust & Foreign Investment, Düsseldorf).
