AkzoNobel Rejects €12.49B Bid, Shares Jump; Backs Axalta

AkzoNobel rejected an indicative €12.49 billion takeover proposal from Nippon Paint Holdings and Sherwin‑Williams, and reiterated its commitment to a planned merger with Axalta Coating Systems. The company said it turned down the latest approach on May 1 and had earlier declined an initial approach on April 22.

The proposal valued AkzoNobel at €73 per share, about a 39% premium to the prior close of €52.52. Under the outline provided by AkzoNobel, Nippon Paint would launch an all‑cash offer and then split parts of the business with Sherwin‑Williams after completion.

Under the proposed division, Nippon Paint would retain AkzoNobel’s decorative paints and industrial coatings operations. Sherwin‑Williams would acquire the automotive and specialty coatings businesses, along with the marine, protective and powder coatings units.

A company spokesperson told investors, “Neither proposal qualified as a ‘potentially superior’ offer, compared to the Axalta merger,” and said the management board and supervisory board remain unanimously in favor of the Axalta transaction. Brokerage KBC noted that AkzoNobel considers its merger with Axalta to be superior and intends to continue on that path.

AkzoNobel’s shares rose as much as 17% to €61.38 in early European trading, reversing losses accumulated earlier in the year as investors reacted to the cash premium implied by the rejected proposal.

AkzoNobel and Axalta announced an all‑stock merger agreement in November to create a global coatings group with a combined enterprise value of about $25 billion. The deal is expected to be led by AkzoNobel Chief Executive Greg Poux‑Guillaume and to maintain dual listings in Amsterdam and New York. Closing is targeted for late 2026 or early 2027.

The companies project roughly $600 million of annual cost savings within three years of completion and estimate about 90% of synergies will materialize in that period. They say the combined business would operate in more than 160 countries.

Axalta reported roughly $5.3 billion in net sales in 2024, with revenues driven by refinish, industrial and vehicle OEM mobility coatings. AkzoNobel’s performance coatings division, which includes automotive, marine, powder and industrial coatings, generated about €6.4 billion in third‑party revenue last year.

Some shareholders have questioned the value and integration risks of the Axalta transaction since it was announced. Activist investor Cevian Capital disclosed an approximately 5% stake in AkzoNobel last year and has pushed for strategic changes; AkzoNobel’s CEO has said Cevian was not involved in the decision to pursue the Axalta merger.

AkzoNobel said it will continue to pursue the planned merger with Axalta and will assess any further approaches against the terms of that agreement and the company’s strategic priorities.