Covestro AG (XTRA:1COV) reached an agreement to acquire Resins & Functional Materials and associated businesses of Koninklijke DSM N.V. (ENXTAM:DSM) for €1.6 billion on September 30, 2020. Considering cash equivalents at Resins & Functional Materials business, the purchase price corresponds to a net enterprise value of approximately €1.55 billion. The transaction includes all of DSM's Resins & Functional Materials businesses, including DSM Niaga, DSM Additive Manufacturing, and the coatings activities of DSM Advanced Solar. The acquisition will be financed from a fully underwritten bridge financing in place for €1.6 billion by Barclays and Deutsche Bank. Covestro intends to refinance this bridge financing with an accelerated book-building of new Covestro shares equivalent to approximately €450 million, bond issuance of approximately €600 million long-term debt, and approximately €550 million of own cash. As of October 14, 2020, Covestro will raise €447 million in a share issue to finance the transaction.

These businesses represented €1.012 billion of DSM's 2019 total annual net sales and €133 million of DSM's 2019 total EBITDA. The transaction is subject to regulatory approvals, including antitrust clearance and other customary conditions. The closing of the transaction is expected for the first quarter of 2021. As of November 4, 2020, the transaction is expected to close in the 1st half of 2021. DSM expects to receive approximately €1.4 billion net in cash following closing, including repayment of RFM's net debt. With the acquisition, Covestro will boost its revenue by €1 billion and add €141 million to its earnings before interest, tax, depreciation, and amortization (EBITDA). As of February 8, 2021, The European Commission approved the transaction. The transaction is expected to be closed in the first quarter, 2021. As of February 23, 2021, the transaction is expected to close on April 1, 2021. JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor to Koninklijke DSM N.V. Barclays PLC (LSE:BARC) and Evercore Inc. (NYSE:EVR) acted as financial advisors to Covestro AG. Johannes Tieves and Peter Dampf of Hengeler Mueller acted as legal advisors to Covestro on the financing of the acquisition. Ernst & Young Transaction Advisory Services B.V. acted as a financial advisor to Koninklijke DSM N.V. (ENXTAM:DSM). Ernst & Young Accountants LLP acted as a due diligence provider to Koninklijke DSM N.V. (ENXTAM:DSM). Kristina Klaaßen-Kaiser, Sebastian Klingen, Michael Leicht, Matthew Devey, Markus Appel, Sebastian Benz, Daniela Seeliger, Rupert Bellinghausen, Christopher Bremme, Guido Portier, Christoph Van Lier, Gjis Smit, Vincent Gerlach, Erik Venot, Alex Roberts, Jaap Geleijns and Marc Reuter of Linklaters LLP acted as a legal advisor to Covestro AG. Jasper de Jong of Allen & Overy LLP acted as legal advisor to Koninklijke DSM N.V. (ENXTAM:DSM) in the transaction.

Covestro AG (XTRA:1COV) completed the acquisition of Resins & Functional Materials and associated businesses of Koninklijke DSM N.V. (ENXTAM:DSM) on April 1, 2021. The transaction covers DSM's Resins & Functional Materials businesses, including DSM Niaga®, DSM Additive Manufacturing, and the coatings activities of DSM Advanced Solar. DSM anticipates to book a profit on the transaction of around €540 million. DSM will receive approximately €1.4 billion net in cash.