Adnoc International Limited announces voluntary public takeover for ‘Covestro’

Adnoc on Tuesday announced that Adnoc International Limited (Adnoc International), has entered into an investment agreement with Covestro AG (Covestro), one of the world’s leading chemical players, and launched a voluntary public takeover offer to all shareholders for a cash consideration of Dhs254 (€62) per share.

Covestro is an industrial pioneer and a global leader in the high-tech specialty chemicals space, boasting a suite of cutting-edge technologies and a range of products that support decarbonisation and the circular economy. Servicing more than 8,500 international business customers globally, the company has 48 production sites world-wide and 13 research and development (R&D) facilities.

Offering more than 10,700 world class specialty solutions, Covestro designs and manufactures advanced specialist products used in semiconductors - such as wafer containers and chip carriers, plastics, performance materials, coatings and adhesives, as well as critical materials used in data centers - air ducts, thermal management solutions for servers and structural components, supporting the growth of artificial intelligence (AI) by producing thermal conductive solutions and providing advanced molding technologies.

This landmark agreement marks a step-change in Adnoc’s international growth strategy as the company delivers on its ambitious international expansion with a focus on gas, LNG, chemicals and low carbon energies, aligned with its Board-mandated strategy.

Subject to successful completion of the transaction, this acquisition will support Adnoc’s goal to become a top five global chemicals player.

Covestro’s specialty chemicals business complements Adnoc’s ambitious chemicals growth strategy and aligns with the UAE’s commitment to global leadership in advanced technologies. Covestro would become the foundational platform for ADNOC’s performance materials and specialty chemicals business and will further drive diversification of Adnoc’s chemical portfolio.

Dr. Sultan Ahmed Al Jaber, Minister of Industry and Advanced Technology, Adnoc Managing Director and Group CEO, said, “As a global leader and industrial pioneer in chemicals, Covestro brings unmatched expertise in high-tech specialty chemicals and materials, using advanced technologies including AI.

This strategic partnership is a natural fit and aligns seamlessly with Adnoc’s ongoing smart growth and future proofing strategy and our vision to become a top five global chemicals company. It represents a pivotal step for both organisations and embodies our disciplined approach to investing in strategic assets that drive long-term value and unlock new growth opportunities, while reinforcing our commitment to diversifying Adnoc’s portfolio. Our aligned strategies uniquely position us to meet the growing global demand for energy and chemical products, while accelerating the transition to a circular economy.”

Petrochemical demand is expected to increase by a compound 2% between 2024 and 2050. It is expected that the chemicals market will double by 2050, yielding attractive economic returns.

Covestro products will accelerate the integration of AI into our daily lives, for example by developing films for head mounted displays and virtual reality (VR) devices and leveraging digital technologies like data science, machine learning, deep learning and AI to accelerate and broaden its R&D activities and projects. From iPhones cases to the lighter weight materials used in cars, Covestro materials are present all around us.

Dr. Markus Steilemann, CEO of Covestro, said, “We are convinced that the agreement reached today with ADNOC International is in the best interest of Covestro, our employees, our shareholders, and all other stakeholders. With ADNOC International’s support, we will have an even stronger foundation for sustainable growth in highly attractive sectors and can make an even greater contribution to the green transformation.

We regard Adnoc International as a financially strong and long-term oriented partner with whom we will further drive our successful ‘Sustainable Future’ strategy in all market conditions. Our complementary growth strategies, shared commitment to advanced technologies, innovation and sustainability are key cornerstones of our partnership.”

Covestro originates from the industrial heartland of Germany and is a major producer of polyurethanes, polycarbonates and performance materials required for critical industrial applications. It operates globally and generates more than half of its revenues from the Asia-Pacific and North America.

The positive long-term outlook for chemicals makes Covestro an attractive investment for Adnoc. The company has industry-leading facilities and technologies and is led by an outstanding management team.

The takeover offer will be subject to a minimum acceptance threshold of 50% plus one share of Covestro’s issued share capital, and customary regulatory approvals.

Meanwhile, Adnoc Drilling has announced the creation of the Turnwell joint venture with SLB and Patterson-UTI and the acceleration of its 144 unconventional oil and gas well programme, following the successful and efficient delivery of the first wells in the campaign.

The Company, through its wholly-owned subsidiary ADH RSC LTD, has signed definitive agreements for the creation of the Turnwell joint venture (JV) with SLB and Patterson-UTI. Focused on the UAE’s world-class unconventional energy resources, Adnoc Drilling through its wholly owned subsidiary will hold a 55 percent majority equity stake, SLB a 30 percent equity stake, and Patterson-UTI the remaining 15 percent equity stake.

Turnwell was established to be the unconventionals drilling arm of Adnoc Drilling and execute a US$1.7 billion contract, awarded to ADNOC Drilling, to provide drilling and associated services to deliver 144 unconventional oil and gas wells. Following Turnwell’s efficient and successful start-up and operational delivery, ADNOC has accelerated the campaign’s completion timeline. The economic impact of the acceleration will benefit ADNOC Drilling’s 2025 earnings as well as its long-term growth through the potential acceleration of phase two with thousands of wells.

Commenting on the acceleration of the well programme, Abdulrahman Abdulla Al Seiari, Chief Executive Officer, ADNOC Drilling, said, “Today marks a defining moment for Turnwell and our key partners SLB, and Patterson-UTI. The acceleration of the well programme is a testament to the innovation, collaboration, and pursuit of excellence that will define our joint venture.

“Turnwell will not only unlock the immense potential of the UAE’s world-class unconventional energy resources but will also set new benchmarks for the global energy industry. We are proud to lead the way in responsibly shaping the future of energy, both in the UAE and beyond.”

To achieve this accelerated timeline, Turnwell has adopted batch drilling, a method that improves efficiency and reduces costs. Additionally, Gordon Technologies, a market-leading provider of Measurement While Drilling (MWD) technology and an Enersol company, will support the delivery of these wells. MWD technology reduces drilling time, improves well-bore quality, and increases overall drilling efficiency.

WAM