ADNOC Eyes EU Clearance with Refined Remedies

European Commission officials are poised to grant approval to Abu Dhabi’s state oil company for its €14.7 billion acquisition of Germany’s Covestro, conditional on minor adjustments to compliance measures, according to sources familiar with the process. The decision could mark one of the most significant Gulf-to-EU corporate takeovers to date.

Brussels opened a detailed investigation into the deal earlier this year under its Foreign Subsidies Regulation, citing concerns that the United Arab Emirates might have leveraged state-backed advantages—such as an unlimited state guarantee and pledged capital injections—to win the bid. The Commission’s probe, initially suspended in September pending additional information, has now resumed as ADNOC submits remedial proposals.

In its revised remedy package, ADNOC has committed to removing language referencing the unlimited guarantee from Covestro’s articles of association and to preserving Covestro’s intellectual property within Europe. Sources suggest the Commission may insist on further tweaks before final clearance, but no major restructuring is expected.

ADNOC’s international investment arm, XRG, has framed the concessions as reflective of its long-term investor stance and asserted confidence that the proposals are “robust and proportionate.” The supreme size of the deal amplifies scrutiny—a deal described by analysts as ADNOC’s largest ever and among the biggest foreign acquisitions of a European company by a Gulf state.

Opponents and industry peers have raised flags about the competitive effects of the transaction. Critics argue that ADNOC’s state backing might have deterred rival bidders, distorting the playing field in Europe’s chemicals sector. Regulators collected feedback from market participants as part of the remedy review, a standard stage in EU merger oversight.

In September, the EU paused its review, citing gaps in the information submitted by the parties. ADNOC responded by accusing the Commission of issuing “disproportionate and invasive” demands. It warned such tactics jeopardised the deal’s viability. Brussels has indicated it will reset its decision deadline after receiving all necessary material. Its previous deadline had been 2 December.

Analysts suggest that the minimal expected adjustments reflect the Commission’s confidence that the core concerns have been addressed. Some believe that failure to clear the deal now would signal strained investment relations between EU institutions and sovereign-backed acquirers. Others caution that even small remedial changes—especially on governance rights or intellectual property handling—could materially alter deal returns.

Covestro, a leader in polymer materials, chemicals, coatings and adhesives, stands to bolster its growth potential under ADNOC’s ownership. The acquisition aligns with ADNOC’s drive to diversify beyond hydrocarbons toward higher-value downstream chemical operations. Yet the deal also pits strategic ambition against regulatory sensitivity—a balancing act now unfolding in the corridors of Brussels.