Bayer cedes control of Covestro

Bayer has definitively ceded control of Covestro AG. Through the sale of a further 6.9 percent of Covestro shares for EUR1 billion, the direct interest held by Bayer AG has now been reduced to 24.6 percent.

Bayer cedes control of Covestro. Source: Bayer -

In addition, Bayer Pension Trust continues to hold 8.9 percent. “Through the move, we have taken a major step toward our goal of achieving full separation from Covestro in the medium term,” said Werner Baumann, Chairman of the Board of Management.

Control termination agreement signed

The buyers have agreed to be bound by a lock-up arrangement pursuant to which they will not sell the shares they have just purchased until at least December 11, 2017. In addition, Bayer and Covestro have signed a control termination agreement, as part of which Bayer has undertaken to not exercise certain voting rights at the Covestro Annual Stockholders’ Meeting. This ensures that Covestro will no longer need to be fully consolidated in Bayer’s consolidated financial statements.

Discontinued operation

Covestro will be reported as a discontinued operation in Bayer’s financial reporting for the third quarter of 2017. For continuing operations, Bayer’s key data, such as sales, EBITDA before special items, EBIT and core earnings per share, will be adjusted retrospectively to exclude Covestro’s contributions. In addition, all assets and liabilities allocated to Covestro will not feature in Bayer’s statement of financial position as of September 30. The remaining Covestro interest will be carried at the current market value, and, from October 1, 2017, will be accounted for using the equity method.

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