Exclusive-ADNOC set to gain unconditional EU antitrust nod for Covestro deal, sources say

By Foo Yun Chee

BRUSSELS (Reuters) -Abu Dhabi state oil giant ADNOC is set to secure unconditional EU antitrust approval for its 14.7 billion euro ($16.6 billion) takeover of German chemicals company Covestro, two people with direct knowledge of the matter said.

The deal, ADNOC's biggest ever, underscores Middle East countries' plans to diversify their investments and reduce dependence on oil amid the global transition to cleaner energy.

The European Commission does not see any competition issues because there are no overlaps between the two companies, the people said.

The EU competition watchdog, which is scheduled to decide on the deal by May 12, declined to comment. ADNOC, which expects to close the deal in the second half of this year, could not be immediately reached for comment.

Covestro, which earlier on Tuesday cut its 2025 core profit expectations, said it does not speculate about regulatory proceedings.

"XRG and Covestro are working constructively with all relevant authorities on the FSR, FDI and Merger Control filings. We are confident that all outstanding approvals can be obtained within the long-stop date (02.12.2025)," the company said in an email.

Once the deal is completed, XRG - the international investment arm of ADNOC - will become the new majority shareholder in Covestro, which makes plastics and chemicals for the automotive, construction, and engineering sectors.

The South African and Indian competition watchdogs have already cleared the deal without demanding remedies.

The acquisition is also subject to the EU's Foreign Subsidies Regulation (FSR), where the focus is on unfair foreign aid for companies. The rules aim to rein in unfair competition from non-EU companies subsidised by their governments.

ADNOC has yet to seek FSR clearance for the deal. It secured unconditional EU approval last year under the FSR for its acquisition of fertiliser firm Fertiglobe.

($1 = 0.8839 euros)

(Reporting by Foo Yun Chee; Editing by Kirsten Donovan and Emelia Sithole-Matarise)