Covestro shareholders accept ADNOC's XRG takeover offer

(Refiles to correct timing of Egypt JV in paragraph 10)

By Yousef Saba

DUBAI (Reuters) -XRG, the international investments arm of Abu Dhabi National Oil Company (ADNOC), said on Thursday it will become the new majority shareholder in Covestro after the German chemicals maker's shareholders approved a takeover offer.

Shares tendered and bought by XRG are equivalent to 91.32% of Covestro's total outstanding shares, XRG said. The takeover still needs to meet regulatory conditions and is expected to close in the second half of next year.

ADNOC struck a deal in October to buy Covestro for 14.7 billion euros ($15.28 billion), including debt, for what will be its biggest ever takeover.

The deal is the largest recorded foreign acquisition by a Gulf company, as the hydrocarbon-rich region seeks to accelerate investments to reduce dependence on oil amid the global transition to cleaner energy.

It is the second biggest takeover by a Middle Eastern firm after Israeli company Teva Pharmaceuticals' purchase of Allergan's generic drugs business in 2015, according to Dealogic data.

"Today's significant milestone marks the first major transformational investment for XRG in chemicals, accelerating our ambition to become a top five global chemicals player," XRG Executive Chairman Sultan Al Jaber, also ADNOC's group chief executive, said in a statement.

ADNOC has big ambitions in petrochemicals, which it sees as key to its future growth along with gas, liquefied natural gas and renewable energy.

The state oil giant has done a string of deals in gas and chemicals this year. Last month, it said it was creating XRG to focus on overseas investments in lower-carbon energy including gas and chemicals, saying it was valued at more than $80 billion.

XRG's board, announced last week, includes Blackstone's Jon Gray and former BP boss Bernard Looney.

XRG closed a deal with BP this week for a new natural gas venture in Egypt, with the British oil major holding 51% and XRG 49%.

($1 = 0.9622 euros)

(Reporting by Yousef SabaEditing by Mark Potter)