Covestro's Path to Privatization Finalized as Squeeze-Out Terms Are Set

ADNOC's XRG takes Covestro private at €59.46/share, below initial bid, following weak 2025 results. Delisting from Frankfurt Stock Exchange set for May 2026.

The final chapter for Covestro as a publicly traded company is now being written, with its majority shareholder moving decisively to take the chemical maker private. Minority shareholders face a sobering exit valuation, as the set cash compensation of €59.46 per share falls notably short of the initial takeover bid of €62 per share. This action is being driven by XRG, an investment vehicle of the Abu Dhabi National Oil Company (ADNOC), which already controls 95.1% of the share capital.

Financial Performance Underpins Valuation

A pivotal appraisal by PricewaterhouseCoopers formed the basis for the €59.46 offer price, a figure that reflects the company's recent challenging financial results. For the 2025 fiscal year, Covestro's EBITDA plummeted by nearly 31% to €740 million. Revenue also declined, dropping 8.7% to €12.9 billion. The bottom line showed a net loss of €644 million. For the fourth consecutive year, the company will not be distributing a dividend to its shareholders.

Market pricing has already absorbed this reality. Covestro's shares have been trading with low volatility around €59.52, demonstrating minimal divergence from the compensation price and leaving no apparent room for upward movement.

A Two-Stage Exit from Public Markets

The formal process was initiated on March 20, 2026, when XRG filed the required demand under the German Stock Corporation Act (§ 327a AktG), setting the final phase of delisting into motion. Covestro shares will cease trading on the regulated market of the Frankfurt Stock Exchange as of May 5, 2026. A definitive shareholder vote on the transfer resolution is scheduled for the ordinary Annual General Meeting on May 19, 2026. The squeeze-out will only become legally effective upon its entry into the commercial register. Following this, the cash compensation will be paid out automatically to remaining shareholders.

Legal Recourse and a New Corporate Future

Shareholders who consider the compensation inadequate retain the right to initiate a judicial appraisal proceeding after the squeeze-out is completed, seeking a potential adjustment to the offer price. The law firm ARENDTS ANWÄLTE has already announced its intention to represent minority investors in such proceedings.

Once the transaction is finalized, Covestro's approximately 17,600 employees across 46 global sites will operate entirely outside the public equity markets, fully integrated into the structures of its parent, XRG.