German regulators approve XRG merger with Covestro for €1.17 billion

Leverkusen, Germany – Covestro AG and XRG P.J.S.C. (formerly ADNOC International Limited) announced that they have received the final remaining regulatory approval from the German Federal Ministry for Economic Affairs and Energy, marking a significant breakthrough in their long-planned strategic partnership. With all closing conditions now fulfilled, the companies said the deal is expected to close in the coming days.

Covestro’s CEO, Dr. Markus Steilemann, hailed the development as “a new chapter” for the materials giant. He emphasized that partnering with XRG — now a long-term, deeply committed stakeholder — will enable Covestro to accelerate its innovation drive, scale its circular economy initiatives, and “set new standards in the chemical industry.”

On the XRG side, Dr. Rainer Seele, President of Global Chemicals, noted that the regulatory clearance allows the two companies to move forward confidently. He said the acquisition by XRG strengthens the company’s global footprint in chemicals and underscores its ambition to become a “top-three global investor” in the sector.

At the heart of the deal is Covestro’s “Sustainable Future” strategy, which stands to benefit from a planned €1.17 billion capital increase upon closing. The funds will be channeled into Covestro’s long-term investment plans, enabling deeper commitment to sustainability, innovation, and transformation.

Under their shared vision, Covestro and XRG intend to drive circular solutions, leverage advanced digital technologies (including AI and quantum computing), and expand in high-growth sectors such as mobility, construction, and electronics. XRG, with its roots in energy and its strong global presence, will complement Covestro’s sustainability ambitions by enhancing the company’s access to cleaner energy solutions.

Importantly, despite XRG’s significant investment, Covestro will retain its autonomy. Its Board of Management, led by Steilemann, will continue to oversee daily operations and strategic direction, and the company’s headquarters will remain in Leverkusen. All existing corporate governance standards, works agreements, and German structural frameworks will be preserved.

XRG, fully owned by ADNOC and operating with an enterprise value of roughly $150 billion, is positioning this transaction not just as a financial investment, but as part of a long-term commitment to the chemical industry.