AkzoNobel has confirmed it is continuing with its proposed merger with Axalta Coating Systems Ltd.
The paints and coatings compoany has also confirmed that it has rejected a conditional and non-binding take-over proposal from Nippon Paint Holdings Co. and The Sherwin-Williams Company to acquire AkzoNobel.
Under the terms of the proposal, Nippon Paint would have launched an all-cash public offer for all of the issued and outstanding shares of AkzoNobel.
Upon completion of the proposed transaction, Nippon Paint would have retained AkzoNobel’s Decorative Paints and Industrial Coatings businesses, while AkzoNobel’s Automotive & Specialty Coatings, Marine & Protective Coatings and Powder Coatings businesses would be sold separately to Sherwin-Williams.
In a statement, AkzoNobel says its board of management and the supervisory board carefully reviewed and considered the proposal, together with their respective financial and legal advisors.
Long-term prospects
The boards concluded that the proposal was not a ‘superior proposal’ (as defined in the merger agreement between AkzoNobel and Axalta).
The boards decided that the indicative offer price did not come close to adequately reflecting the value of AkzoNobel and its long-term prospects, taking into account the benefits of the recommended merger with Axalta.
In addition, the proposal provided insufficient deal certainty in relation to regulatory clearances and the separation of the business between Nippon Paint and Sherwin-Williams.
The boards also stated that the interests of AkzoNobel stakeholders were not adequately safeguarded.
AkzoNobel and Axalta first announced they had entered into a definitive agreement to combine in an all-stock merger of equals in November 2025.
The merger is set to create a global coatings company worth around $25 billion.
