AkzoNobel’s board of management and supervisory board have rejected a €12.5-billion ($20.1-billion) cash takeover offer from Nippon Paint Holdings and Sherwin-Williams and continue to support the planned merger with Axalta Coating Systems.
The Dutch coatings company received the offer on April 29. The boards rejected it May 1. The offer valued AkzoNobel at €73 ($117) per share in cash, not including regular annual and interim dividends. An earlier offer from the same companies was made April 16 and rejected April 22.
Under the rejected plan, Nippon Paint would have made an all-cash offer for AkzoNobel. After the deal closed, Nippon Paint would have kept AkzoNobel’s decorative paints and industrial coatings businesses. Sherwin-Williams would have bought AkzoNobel’s automotive and specialty coatings, marine and protective coatings and powder coatings businesses.
The board of management and supervisory board reviewed the proposal with financial and legal advisors. They decided the offer did not qualify as a “superior proposal” under AkzoNobel’s merger agreement with Axalta.
The boards concluded the offer price did not properly reflect AkzoNobel’s value or long-term prospects. They also pointed to uncertainty around regulatory approvals and the proposed split of AkzoNobel’s businesses between Nippon Paint and Sherwin-Williams. The boards also concluded the offer did not do enough to protect AkzoNobel stakeholders.
Both boards still unanimously support the planned merger with Axalta.
AkzoNobel and Axalta announced their merger plan in November 2025. The all-stock deal would create a global coatings company with an enterprise value of about US$25 billion ($34.5 billion). Under the deal, AkzoNobel shareholders would own 55% of the combined company and Axalta shareholders would own 45%. AkzoNobel shareholders are also expected to receive a special dividend of about US$2.5 billion ($3.5 billion) before the deal closes.
The combined company would have headquarters in Amsterdam and Philadelphia. It would first be listed in both Amsterdam and New York, then later move to a single listing on the New York Stock Exchange. AkzoNobel CEO Greg Poux-Guillaume is expected to lead the combined company.
The companies expect about US$600 million ($830 million) in yearly cost savings from the merger, with most of those savings expected within three years. The deal is expected to close in late 2026 or early 2027, subject to shareholder approval, regulatory approvals and other closing conditions.
AkzoNobel owns brands including Dulux, Sikkens, International and Interpon. Axalta is a major supplier of automotive refinish and industrial coatings.
