Akzo Nobel N.V. and Axalta Coating Systems will combine in an all-stock merger of equals, creating a premier global coatings company with an enterprise value of approximately $25 billion.
The combination brings together two coatings industry leaders with complementary portfolios of liquid and powder coating brands, enabling them to better serve customers across key end markets. The combined business will be in over 160 countries.
The combined company hopes to build on 2024 revenues of approximately $17 billion and $1.5 billion in pro forma Adjusted Free Cash Flow. They say the combination is expected to result in approximately $600 million in cost savings, with 90% of this amount anticipated to be achieved within the first three years following the transaction's close.
Greg Poux-Guillaume“We’re excited to enter a new chapter in our long and proud history as a leader in the paints and coatings industry,” says Greg Poux-Guillaume, Chief Executive Officer and Chairman of the Board of Management of AkzoNobel. “This merger will allow us to accelerate our growth ambitions by bringing together highly complementary technologies, expertise, and passionate people to unlock our full combined potential.
Ben Noteboom, Chairman of the Supervisory Board of AkzoNobel, says this combination represents a compelling opportunity.
“It’s a great value proposition for all our stakeholders, both in the Netherlands – where we maintain our domicile – and internationally, including our shareholders, customers and employees,” Noteboom says. “It will create a world leader in coatings and is a significant step that will drive sustainable growth and allow us to better serve our customers.”
Chris VillavarayanChris Villavarayan, CEO and President of Axalta, says the company hopes to enhance innovation, develop new capabilities, and further strengthen customer relationships.
“As our industry continues to grow and evolve, this combination with AkzoNobel enables us to do the same, with a sharper competitive edge and new avenues and opportunities for growth,” Villavarayan says. “Together, AkzoNobel and Axalta are positioned to establish a profitable and sustainable path forward as a leader in the coatings industry.”
Rakesh Sachdev, Chair of the Axalta Board of Directors, states that the Axalta Board is confident that this combination with AkzoNobel will create significant value for shareholders as they move forward.
“Led by an experienced management team with a track record of operational efficiency and excellence, we expect the meaningful synergy opportunities and enhanced financial profile of the combined company will drive substantial value creation,” Sachdev says.”We look forward to joining Axalta’s and AkzoNobel’s strengths to create new opportunities across our global stakeholder base.”
Financial Benefits of the Transaction
The merger brings together AkzoNobel’s and Axalta’s complementary portfolios to create a full-spectrum offering of coatings solutions across powder, aerospace, refinish, mobility, marine, protective, industrial, and decorative paints. The combined portfolio will be differentiated by its breadth of solutions across approximately 100 well-known brands.
The combined company will have an enhanced global footprint spanning 173 manufacturing sites and 91 R&D facilities worldwide, enabling it to bring global capabilities to local customers.
Executives say the combination will enable AkzoNobel and Axalta to deliver increasingly advanced and differentiated products by combining existing technological capabilities across end markets. They say that combining Axalta’s Refinish, Light Vehicle, and Commercial and Industrial Coatings businesses with AkzoNobel’s Powder Coatings, Refinish, Aerospace Coatings, Marine and Protective Coatings, Industrial Coatings, and Decorative Paints businesses will create an innovative platform to deliver exceptional value to customers.
In addition, sharing best practices across two leading research platforms in the coatings space is expected to accelerate high-value innovation, officials say. The combined company will have an approximately $400 million combined annual R&D spend, 91 R&D facilities to meet local customer needs, approximately 4,200 research fellows, scientists, and engineers, and around 3,200 granted and pending patent applications.
Company officials expect the combined company to have a strong Adjusted EBITDA margin of approximately 20% and generate substantial cash flow. Revenues are expected to be approximately $17 billion, with Adjusted EBITDA of $3.3 billion and pro forma Adjusted Free Cash Flow of $1.5 billion.
Leadership, Corporate Governance, and Headquarters
Upon closing, the combined company will have a one-tier board, led by Sachdev, who is currently the Chair of the Axalta Board of Directors. Noteboom, the current Chairman of the AkzoNobel Supervisory Board, will serve as Vice Chairman. The board will comprise 11 directors – four from each company and three independent members. Of the 11 board members, two will serve as executive directors and nine will serve as non-executive directors. Each company expects to hold its respective Extraordinary General Meeting of Shareholders tentatively in mid-2026.
Poux-Guillaume will serve as CEO of the combined company, and Villavarayan will serve as Deputy CEO. Carl Anderson, the current Axalta SVP and CFO, will serve as the CFO of the combined company. Current AkzoNobel CFO Maarten de Vries will retire from AkzoNobel before the closing, as previously announced.
The combined company will assume a new name and ticker symbol, which has yet to be announced, and will have dual headquarters in Amsterdam and Philadelphia. It will be organized under a Dutch holding company with tax residency in the Netherlands. Following a period of dual listing on Euronext Amsterdam and the New York Stock Exchange, shares of the combined company’s common stock will be listed solely on the NYSE.
Transaction Details
Under the terms of the agreement, which the AkzoNobel Supervisory Board has unanimously approved, the AkzoNobel Board of Management, the Axalta Board of Directors, and Axalta shareholders will receive 0.6539 shares of AkzoNobel stock for each share of Axalta common stock owned.
In connection with the transaction, AkzoNobel will pay a special cash dividend of €2.5 billion to its shareholders, minus the aggregate amount of any regular annual and interim dividends paid by AkzoNobel to its shareholders in 2026 prior to completion. AkzoNobel shareholders will own 55% and Axalta shareholders will own 45% of the combined company on a pro forma basis immediately after closing.
The companies expect the transaction to close in late 2026 to early 2027, subject to approval by shareholders of both AkzoNobel and Axalta, the receipt of requisite regulatory approvals, authorization for the combined company’s shares to be listed on NYSE, payment of the special dividend by AkzoNobel, completion of AkzoNobel’s works council consultation requirements and the satisfaction of other customary closing conditions.
Dividends and Share Buybacks Suspension
Both AkzoNobel and Axalta have agreed to suspend any ongoing or announced share buyback programs, effective immediately.
AkzoNobel intends to continue paying regular ordinary dividends in line with its existing dividend policy through closing, subject to customary approvals and applicable legal requirements. No extraordinary or additional distributions are expected from either company before completion, except for AkzoNobel’s special dividend, as per the transaction terms.
