Evonik's Takeover Hurdles: A Raised Bid, a Silent Foundation, and a Cartel Question

BASF has lifted its offer for Evonik to 24 euros per share, up from roughly 22.15 euros, according to Reuters — a pure cash proposal, as the Handelsblatt describes it. Yet the sweetened price is only one piece of a much larger puzzle. For shareholders, the more consequential question is whether the deal can clear the barriers that have nothing to do with money.

Evonik rejected the earlier approach in September as too low. An insider cited by Reuters says the company will now examine the revised offer. That is a far cry from acceptance or agreement, and neither BASF nor Evonik would comment on the reports. At a current share price of 21.32 euros, the stock still trades below the reported offer — a gap that reflects doubt rather than a locked-in return.

The foundation's silence speaks loudest

No single party matters more than the RAG-Stiftung, Evonik's largest shareholder. Reuters calls its approval the key to any takeover. The foundation has not commented on the increased bid, leaving the venture without its most important signal. A positive stance from this anchor investor would carry more weight for the share price than further speculation about the offer level.

Even a readiness by Evonik's management to review the bid must be kept distinct from actual convergence: it would show only that the new terms are being looked at, not that the decisive parties have found common ground. Until the foundation's position is clear, the path to a deal remains unresolved.

Cartel law caps the room to maneuver

Regulatory scrutiny looms just as large. Economist Lars Schweizer, interviewed by ZDF, notes that in individual specialty chemicals BASF and Evonik frequently hold more than 50 percent of the global market combined — a combination that would trigger a cartel review. Schweizer argues a merger could strengthen value chains, raw-material supply and investment capacity, but that describes the industrial logic, not whether a transaction would be approvable.

Should investors sell immediately? Or is it worth buying Evonik?

Political backing is no safer. According to the ZDF report, the North Rhine-Westphalia state government opposes a takeover, pushing the debate well beyond shareholder interests. Industrial fit, in other words, does not guarantee regulatory clearance.

A special committee, but no fast answer

Inside Evonik's supervisory board, a six-member special committee with equal representation is overseeing the takeover approach, according to a report in the Börsen-Zeitung. The body creates a framework for engaging with the proposal but does not substitute for agreement, and a swift response is not expected.

Job pledges aim to soften resistance

BASF is not relying on price alone. Chief executive Markus Kamieth said yesterday that in the event of a takeover the company would honor existing site agreements, ruling out compulsory redundancies through 2032 and preserving collective bargaining and social partnership. The pledges could improve acceptance among employees and their representatives.

There is also a possible future for the Marl and Wesseling chemical parks, which BASF is considering operating itself. Evonik, by contrast, plans to sell Syneqt, with around 3,500 employees, and at least one board division is to move to Essen. BASF is thus pairing its financial offer with a vision for the sites.

Doubts persist — and Evonik has its own shopping list

The promises have not erased reservations. According to the F.A.Z., Evonik's works council has voiced doubts about the job guarantees. BASF works council chief Sinischa Horvat called the combination understandable but warned against hollowing out the Ludwigshafen site agreement through takeover financing or follow-on costs.

Meanwhile, Evonik is weighing a possible acquisition of Ashland. A source told Reuters that BASF considers such a purchase too risky. No transaction has been decided, but the review signals a strategic option running parallel to the BASF approach — one that, if pursued, could complicate negotiations further.

What shareholders should watch next

A statement from Evonik on its review, or a positioning from the RAG-Stiftung, would be the next concrete catalyst; official confirmation of the offer terms could also reduce uncertainty. A confirmed bid would mean more than an insider report but still less than an agreed takeover. Only visible convergence among the key parties would materially strengthen the favorable scenario — and if the willingness of a decisive player flips, the offer price stops being a reliable valuation anchor. A viable deal needs three things at once: approval from the central stakeholders, a credible industrial perspective, and a path that survives cartel review. None of these can substitute for the others.

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