The publicly traded journey of Leverkusen-based polymer manufacturer Covestro is drawing to a close. Its majority shareholder, XRG, has crossed the critical 95% ownership threshold, triggering the formal squeeze-out process for remaining minority investors. A shareholder meeting scheduled for May 19 is expected to formalize the company’s delisting.
Strategic Shift Follows Challenging Financial Year
Covestro’s financial results for 2025 underscore significant operational headwinds. Revenue declined by 8.7% to €12.9 billion, pressured by lower selling prices and adverse currency translation effects. Earnings before interest, taxes, depreciation, and amortization (EBITDA) contracted by over 30%, falling to €740 million. The company posted a net loss of €644 million for the period. Furthermore, free operating cash flow turned negative, reaching minus €283 million.
Shareholders will receive no dividend for 2025. The last distribution was paid in 2021, amounting to €3.40 per share.
On the cost side, the STRONG efficiency program has generated savings of approximately €275 million through the end of 2025, with a target of €400 million by 2028. Strategically, the company plans to acquire two HDI production sites from Vencorex in Thailand and Texas, with the transaction slated for completion in the first half of 2026.
Delisting Process Advances in Stages
The move away from public markets is proceeding stepwise. Since February 5, Covestro shares have traded solely on the General Standard segment rather than the Prime Standard—a listing tier with reduced transparency requirements but still within the regulated market. This final listing will cease on May 5. Following that date, the share price will be driven almost exclusively by the anticipated cash compensation for the squeeze-out, rather than company fundamentals.
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XRG, holding 95.1% of shares, has now established the legal basis to compensate remaining minority holders. An independent auditor is currently determining a fair valuation for this cash settlement. Once the shareholder meeting approves the squeeze-out and it is entered into the commercial register, all outstanding shares will automatically transfer to the majority shareholder.
Leadership in Transition Amid Ownership Change
The executive board is poised for a significant reshuffle. Chief Executive Officer Markus Steilemann has decided not to extend his contract, which runs until May 2028. Chief Financial Officer Christian Baier will depart the company in September. The supervisory board now faces the task of filling both key positions.
For Covestro’s approximately 17,600 employees across 46 global sites, the change in ownership signifies integration into the portfolio of Abu Dhabi’s ADNOC. XRG was established in November 2024 as an investment vehicle focused on low-carbon energy and chemicals, boasting an enterprise value exceeding $150 billion. The acquisition of Covestro represents the largest takeover to date for its parent company.
Minority shareholders now await the independent auditor’s final determination of the cash settlement amount. Until the decisive vote on May 19, the stock is likely to trade within a narrow range around this expected valuation.
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