Under the terms of the Proposal, Nippon Paint would launch the all-cash public offer for all of the issued and outstanding shares of AkzoNobel. Upon completion of the proposed transaction, Nippon Paint would retain AkzoNobel's Decorative Paints and Industrial Coatings businesses, while AkzoNobel'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 AkzoNobel 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 AkzoNobel 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 AkzoNobel stakeholders were not adequately safeguarded.
Both AkzoNobel Boards unanimously continue to recommend the merger of equals between AkzoNobel and Axalta, taking into account the compelling strategic rationale and benefits as set out in the AkzoNobel and Axalta joint press release of 18 November 2025.
ALCHEMPro News Desk (JP)
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