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Akzo Nobel rejects cash offer as it moves forward with Axalta merger plans
Akzo Nobel has rejected a conditional cash offer from Nippon Paint and Sherwin-Williams, stating that the proposal fails to reflect its value and long-term prospects. The company remains committed to its merger with Axalta Coating Systems, citing significant strategic benefits.
In anticipation of the imminent public release of the SEC Form F-4 detailing its proposed merger with Axalta Coating Systems, Akzo Nobel confirms that it rejected on 1 May, 2026 a conditional and non-binding proposal from Nippon Paint Holdings and The Sherwin-Williams Company received on April 29, 2026 to make a cash offer for all issued and outstanding shares of Akzo Nobel at an indicative offer price of EUR 73.00 in cash per share (excluding regular annual and interim dividends) (the “Proposal”).This offer followed an initial proposal submitted on 16 April 16 and rejected on 22 April.
Under the terms of the Proposal, Nippon Paint would launch the all-cash public offer for all of the issued and outstanding shares of Akzo Nobel. Upon completion of the proposed transaction, Nippon Paint would retain Akzo Nobel’s Decorative Paints and Industrial Coatings businesses, while Akzo Nobel’s Automotive & Specialty Coatings, Marine & Protective Coatings and Powder Coatings businesses would be sold separately to Sherwin-Williams. The Board of Management and the Supervisory Board carefully reviewed and considered the Proposal, together with their respective financial and legal advisors, in line with their fiduciary duties. The Boards concluded that the Proposal did not qualify, nor was it reasonably expected to qualify, as a ‘Superior Proposal’ (as defined in the merger agreement between Akzo Nobel and Axalta), considering a variety of aspects of the Proposal.
The Boards considered, amongst others and in no particular order, that the indicative offer price did not come close to adequately reflecting the value of Akzo Nobel and its long-term prospects, taking into account the benefits of the recommended merger with Axalta; that the Proposal provided insufficient deal certainty in relation to regulatory clearances and the separation of the business between Nippon Paint and Sherwin-Williams; and that the interests of Akzo Nobel stakeholders were not adequately safeguarded. Both Akzo Nobel Boards unanimously continue to recommend the merger of equals between Akzo Nobel and Axalta, taking into account the compelling strategic rationale and benefits as set out in the Akzo Nobel and Axalta joint press release of 18 November 2025.
