Covestro’s Final Chapter: Minority Shareholders Await Cash Payout as Delisting Nears

For investors in Covestro, the company’s operational performance has become a secondary concern. The focus has shifted entirely to the impending delisting and the final cash settlement for remaining shareholders, following Abu Dhabi National Oil Company’s (ADNOC) acquisition of a controlling stake.

The Path to Delisting

ADNOC, through a subsidiary, has crossed the legally decisive threshold of 95.1% ownership of Covestro shares. This majority paves the way for a squeeze-out of minority shareholders. The formal exit from the public market follows a set timeline, culminating in a final shareholder vote on the share transfer at the Annual General Meeting scheduled for May 2026.

An independent auditor is currently determining the exact cash compensation amount. This unique situation is reflected in the stock’s trading pattern. Shares closed at €59.98 on Friday, hovering almost motionlessly just below the 52-week high of €61.00. Genuine market dynamics are absent, as the anticipated settlement figure effectively anchors the share price, rendering operational developments irrelevant.

Operational Challenges and Leadership Changes

The stock’s immunity to fundamental news currently shields shareholders from potential price declines. The recently concluded 2025 fiscal year presented a weak picture. Declining selling prices and structural overcapacity caused EBITDA to plummet by almost 31% to €740 million. The company will not pay a dividend for the fourth consecutive year.

Should investors sell immediately? Or is it worth buying Covestro?

Amid this operational weakness, the executive suite is being reorganized. Chief Financial Officer Christian Baier will depart the company in September. CEO Markus Steilemann also will not renew his contract, which runs until May 2028. The supervisory board must now fill both key positions as Covestro transitions into full integration under ADNOC.

Strategic Moves Amid Transition

Despite a challenging market environment, Covestro continues to advance its strategic direction independently of its stock market listing. A newly signed agreement with the Fraunhofer Institute UMSICHT secures the construction of a pilot plant for so-called smart pyrolysis. Starting in mid-2028, the aim is to recycle 2,000 metric tons of polyurethane rigid foam waste into high-purity aniline annually.

This technology represents a central component for Covestro’s future direction under ADNOC, with the potential to reduce the carbon footprint of production by up to 40%. However, the benefits of these investments will no longer accrue to public shareholders. The planned AGM resolution in May 2026 will finalize the stock market history of this former Bayer subsidiary.