XRG moves to fully acquire Covestro via stock corporation squeeze-out
Last update on Mar 23, 2026
XRG P.J.S.C., Abu Dhabi, United Arab Emirates (“XRG”), submitted a formal request to the Board of Management of Covestro AG (ISIN: DE0006062144 / WKN 606214). This request was made in accordance with Section 327a para. 1 sentence 1 of the German Stock Corporation Act (Aktiengesetz). It calls for convening a general meeting of Covestro AG. At this meeting, a resolution is to be passed on the transfer of shares held by the company’s remaining shareholders (minority shareholders) to XRG.
The transfer would be in exchange for an appropriate cash compensation. This process is referred to as a squeeze-out under stock corporation law. XRG also disclosed the cash compensation per share it has determined.
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Offers €59.46 per share to minority holders
XRG has informed Covestro AG that it holds a 95.1% stake in the share capital of Covestro AG (before deduction of Covestro AG’s treasury shares) directly and through its wholly-owned indirect subsidiary ADNOC International Germany Holding AG. It is thus the majority shareholder within the meaning of Section 327a para. 1 sentence 1 of the German Stock Corporation Act.
XRG has further announced that it has set the cash compensation for the transfer of the shares held by the minority shareholders of Covestro AG at EUR 59.46 per share of Covestro AG. The determined cash compensation is based on an expert opinion issued by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main.
The squeeze-out under stock corporation law will not take effect until the transfer resolution is entered in the commercial register of Covestro AG. Covestro AG plans to submit the resolution on the squeeze-out under German stock corporation law for approval at its ordinary general meeting, which is expected to be held on 19 May 2026. The convocation will be published separately.