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European Commission Foreign Subsidies Regulation conditional clearance of ADNOC’s acquisition of Covestro; UAE unlimited state guarantee removal and sustainability patent licensing (14 November 2025)

Practice notes
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CASE HUB ARCHIVED —this archived case hub reflects the position at the date of the decision of 14 November 2025; it is no longer maintained. See further, timeline.

Case facts

Outline European Commission FSR review of the planned acquisition of Covestro (FS.100156) by Abu Dhabi National Oil Company PJSC. The deal features vertical intersections concerning the supply of chemical products.

Latest developments

On 14 November 2025, the Commission authorised the deal subject to commitments. On 13 February 2024, the Commission also cleared the transaction with commitments. It considered that the merger threatened competition in the following areas:

  • air cargo transport services between Europe and South Korea; and
  • passenger air transport on routes linking Seoul to specific destinations in Europe, notably Barcelona, Paris, Frankfurt and Rome.

To alleviate these concerns, Korean Air pledged to:

  • divest Asiana’s worldwide cargo freighter business; and
  • provide rival carrier T'Way with the requisite assets so it can commence operations on the four overlapping routes.

Parties

  • Abu Dhabi National Oil Company PJSC (ADNOC): ADNOC is headquartered in the UAE.

These commitments were accepted to remedy the competition concerns raised by the Commission effectively...

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