Covestro successfully completes capital increase
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- Complete placement of 10,200,000 offered shares
- Gross proceeds of EUR 447 million
- Use of proceeds to finance the announced acquisition of the RFM business from DSM
Covestro has successfully completed the capital increase envisaged in connection with the announced acquisition of Royal DSM’s Resins & Functional Materials (RFM) business through partial utilization of its Authorized Capital. As part of the capital increase, 10,200,000 new no-par value ordinary bearer shares were placed with institutional investors in an accelerated bookbuilding process.The placement price of EUR 43.85 per share represents a discount of 0.9 percent compared to the XETRA closing price of EUR 44.25 on October 13, 2020. The gross proceeds amount to EUR 447 million. Covestro’s share capital of EUR 183.0 million thus increases by approximately 6 percent to EUR 193.2 million. The proceeds from the capital increase will be used to finance part of the announced acquisition worth a total of EUR 1.61 billion.
Dr. Thomas Toepfer, Chief Financial Officer of Covestro: "With the completion of the capital increase, Covestro is taking an important step in the announced acquisition. This measure is a key element of the financing: with a balanced ratio of equity and debt capital, we clearly commit ourselves to our solid investment grade rating. The successful placement of all offered shares is an impressive proof of the capital market's confidence in Covestro and the financial and strategic logic of the transaction.”
The newly issued shares are to be admitted to trading without a prospectus on the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange on October 15, 2020 and carry dividend rights for the fiscal year 2020. Trading is expected to commence on October 16, 2020.
The capital increase was executed by Joint Bookrunners BofA Securities, Citigroup and Credit Suisse, with additional support from Co-Bookrunners Banco Santander, Commerzbank, Deutsche Bank and UniCredit.
With 2019 sales of EUR 12.4 billion, Covestro is among the world’s largest polymer companies. Business activities are focused on the manufacture of high-tech polymer materials and the development of innovative solutions for products used in many areas of daily life. The main segments served are the automotive, construction, wood processing and furniture, and electrical and electronics industries. Other sectors include sports and leisure, cosmetics, health and the chemical industry itself. Covestro has 30 production sites worldwide and employs approximately 17,200 people (calculated as full-time equivalents) at the end of 2019.
The securities of Covestro AG (the "Company") have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.
None of the Joint Bookrunners or Co-Bookrunners or any of their or their affiliates’ directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Covestro, its respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Each of the Joint Bookrunners and Co-Bookrunners is acting on behalf of Covestro and no one else in connection with any offering of the shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the shares.
Information to Distributors
Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.