EQS-Adhoc: LANXESS Aktiengesellschaft: LANXESS exercises right to offer for the sale of its shares in Envalior in 2026

LANXESS exercises right to offer for the sale of its shares in Envalior in 2026
LANXESS decided today to exercise its contractual right to offer to sell all its shares in Envalior (40.94%) to its joint venture partner, an investment company of Advent International. Subject to the availability of financing, the joint venture partner is obliged to acquire all or half of LANXESS' shares effective April 1, 2026. If and to what extent the share sale will be completed will be known by March 2026 at the latest.

A base purchase price of approximately 1.2 billion Euro was contractually agreed for the tendered shares. This results from the valuation of the High-Performance Materials business unit contributed by LANXESS in the course of the incorporation of the joint venture in spring 2023.

Potential adjustments to the purchase price may only arise from the development of Envalior's earnings before interest, taxes, depreciation and amortization (EBITDA): If the EBITDA in the last twelve months (LTM) prior to April 1, 2026 (current EBITDA) exceeds the EBITDA used as the basis for the valuation of the joint venture prior to the time of its incorporation (historical EBITDA), this will increase the purchase price. If the current EBITDA falls below the historical EBITDA by more than 10%, the purchase price will be reduced pro rata. Envalior's debt is not taken into account for the determination of the purchase price for the tendered shares.

If the sale of LANXESS' minority stake is not completed in 2026, additional possible tender or purchase periods will arise. In 2027, Advent will have the right to acquire the shares at the same purchase price as in 2026. If this right is not exercised, LANXESS' right to offer can again be exercised with effect as of April 1, 2028, in accordance with the same valuation- and execution mechanism. In 2028, however, the acquisition of 50% of the shares held by LANXESS will no longer be subject to a financing condition or other conditions. LANXESS can therefore demand the acquisition of this amount of shares in any case. The base purchase price of approximately 1.2 billion Euro will continue to apply to the sale of any shares in 2028. In the event of a purchase price adjustment, the comparison between the historical EBITDA and the LTM EBITDA prior to April 1, 2028, will become relevant.

The shareholder loan of 200 million Euro issued in the course of the incorporation of Envalior, as well as the accrued interest, are to be assumed and refunded by the joint venture partner in 2028 in proportion to the amount of LANXESS shares in Envalior sold at that time, i.e. at least 50% of the loan.

Cologne, September 23, 2025

Forward-Looking Statements
This company release contains certain forward-looking statements, including assumptions, opinions, expectations and views of the company or cited from third party sources. Various known and unknown risks, uncertainties and other factors could cause the actual results, financial position, development or performance of LANXESS AG to differ materially from the estimations expressed or implied herein. LANXESS AG does not guarantee that the assumptions underlying such forward-looking statements are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or the actual occurrence of the forecast developments. No representation or warranty (expressed or implied) is made as to, and no reliance should be placed on, any information, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and accordingly, no representative of LANXESS AG or any of its affiliated companies or any of such person's officers, directors or employees accept any liability whatsoever arising directly or indirectly from the use of this document.
Contact:
André Simon

LANXESS AG
Head of Investor Relations

Kennedyplatz 1
50569 Köln, Deutschland
Phone: +49 175 30 23494
E-Mail: andre.simon@lanxess.com