Lanxess to exit Envalior JV, selling stake to Advent for €1.2B, repaying loan, reducing debt, strengthening financial stability.
German specialty chemicals producer Lanxess has confirmed that it will exercise its contractual option to divest its 40.94% stake in Envalior, its engineering materials joint venture with Advent International. The stake will be transferred to Advent at a base purchase price of around €1.2 billion ($1.4 billion), subject to standard adjustments tied to Envalior’s future EBITDA performance.
Lanxess is using a “put option” mechanism provided under the terms of the joint venture agreement. If the transaction proceeds as scheduled, the sale could be finalized by March 2026. In addition, the deal structure includes repayment of a €220 million shareholder loan that Lanxess had previously extended to Envalior, along with accrued interest.
Under the contractual terms, Advent is required to purchase either all or half of Lanxess’s shares. The obligation to buy the entire stake depends on Advent securing the necessary financing. However, if Advent does not acquire the full stake by the 2026 deadline, Lanxess retains the right, beginning April 1, 2028, to compel Advent to purchase at least half of the remaining shares. At that later date, the financing condition would no longer apply, providing Lanxess with an assured path to exit.
The announcement, made on September 23, 2025, marks a significant shift for Lanxess, which entered into the joint venture only two years earlier. Envalior was established in 2023 through the merger of Lanxess’s polymer operations with the engineering plastics division of Dutch company DSM. The collaboration was initially intended to create a stronger, more competitive player in the global plastics industry. However, since its inception, Envalior has struggled with weaker-than-expected demand in key markets, leading to value write-downs that weighed on Lanxess’s financial performance.
By exercising its exit option, Lanxess is effectively withdrawing from the plastics venture, signaling a strategic refocus on its core specialty chemicals business. The proceeds from the sale are expected to be used to pay down company debt, which would strengthen Lanxess’s balance sheet and improve financial flexibility in the coming years. This move aligns with the company’s stated priority of reducing leverage and ensuring greater stability in light of challenging market conditions.
For Advent International, the deal underscores its continued interest in building and restructuring companies within the materials sector. Taking full control of Envalior would allow the private equity firm greater strategic freedom to steer the business, potentially through restructuring initiatives or repositioning in higher-growth plastics applications.
Overall, this divestment represents both a financial and strategic decision for Lanxess, freeing the company from a troubled joint venture while providing resources to reinforce its long-term financial health.
