AkzoNobel to file SEC F-4 for Axalta merger; rejects Nippon Paint/Sherwin-Williams cash offer
- AkzoNobel rejected a conditional cash proposal of EUR 73.00 per share from Nippon Paint and Sherwin-Williams.
- Nippon Paint proposed an all-cash offer, intending to retain Decorative Paints and Industrial Coatings while Sherwin‑Williams would acquire Automotive & Specialty, Marine & Protective, and Powder Coatings.
- AkzoNobel's management and supervisory boards found the proposal lacked deal certainty on regulatory clearances and business separations and did not meet 'Superior Proposal' criteria under the Axalta merger agreement.
- Both boards unanimously continue to recommend the merger of equals with Axalta and will file the SEC Form F-4 in connection with the transaction.
Rejected proposal
AkzoNobel rejected on 1 May 2026 a conditional, non‑binding cash proposal received 29 April 2026 from Nippon Paint and Sherwin‑Williams offering an indicative EUR 73.00 per share (excluding regular annual and interim dividends); an earlier proposal from 16 April was rejected on 22 April.
Proposed transaction structure
The proposal envisioned an all‑cash public offer by Nippon Paint for all issued and outstanding AkzoNobel shares, with Nippon Paint retaining Decorative Paints and Industrial Coatings and Sherwin‑Williams separately acquiring Automotive & Specialty Coatings, Marine & Protective Coatings and Powder Coatings.
Boards' review and reasons for rejection
The Board of Management and Supervisory Board, with financial and legal advisers, concluded the proposal did not qualify or was not reasonably likely to qualify as a "Superior Proposal" under the merger agreement with Axalta. They cited an indicative price that did not reflect AkzoNobel’s value and long‑term prospects considering the Axalta merger benefits, insufficient deal certainty on regulatory clearances and business separations, and inadequate protection of stakeholder interests.
Recommendation and next steps
Both boards unanimously continue to recommend the merger of equals with Axalta, referencing the strategic rationale outlined in the joint press release of 18 November 2025, and confirm they will file the SEC Form F‑4 and make further announcements if appropriate.
Source: AkzoNobel