May 28, 2026 – AkzoNobel has rejected a conditional cash offer from Nippon Paint Holdings and Sherwin-Williams as it prepares to file an SEC Form F-4 for its proposed merger with Axalta Coating Systems.
AkzoNobel said the proposal, received April 29, 2026, offered EUR 73 per share in cash for all issued and outstanding shares of the company, excluding regular annual and interim dividends. The offer followed an earlier proposal submitted on April 16 and rejected on April 22.
Under the proposal, Nippon Paint would acquire all outstanding AkzoNobel shares through an all-cash public offer. Following completion of the transaction, Nippon Paint would retain AkzoNobel’s Decorative Paints and Industrial Coatings businesses, while the company’s Automotive & Specialty Coatings, Marine & Protective Coatings, and Powder Coatings operations would be sold separately to Sherwin-Williams.
AkzoNobel’s Board of Management and Supervisory Board said they reviewed the proposal with financial and legal advisors and determined it did not qualify, nor was it reasonably expected to qualify, as a “Superior Proposal” under the terms of the existing merger agreement with Axalta.
The boards said the proposed price did not adequately reflect AkzoNobel’s value or long-term prospects, particularly given the anticipated benefits of the proposed merger with Axalta. They also cited concerns about regulatory approvals, the complexity of dividing AkzoNobel’s businesses between Nippon Paint and Sherwin-Williams, and the protection of stakeholder interests.
Both boards unanimously reaffirmed their support for the proposed “merger of equals” between AkzoNobel and Axalta, first announced in a joint press release issued Nov. 18, 2025.
AkzoNobel said additional announcements will be made “if and when appropriate.”
