AkzoNobel says it has rejected a proposal from Nippon Paint and Sherwin-Williams to acquire the company, as it is in the midst of finalizing its acquisition of Axalta Coating Systems.
“In anticipation of the imminent public release of the SEC Form F-4 detailing its proposed merger with Axalta Coating Systems Ltd., AkzoNobel confirms that it rejected on May 1, 2026 a conditional and non-binding proposal from Nippon Paint Holdings Co. and The Sherwin-Williams Company received on April 29, 2026 to make a cash offer for all issued and outstanding shares of AkzoNobel at an indicative offer price of EUR 73.00 in cash per share,” AkzoNobel says. “This offer followed an initial proposal submitted on April 16 and rejected on April 22.”
AkzoNobel says that, under the terms of the proposal, Nippon Paint would launch an all-cash public offer for all issued and outstanding AkzoNobel shares. Upon completion of the proposed transaction, AkzoNobel says Nippon Paint would retain AkzoNobel's Decorative Paints and Industrial Coatings businesses. In contrast, AkzoNobel's Automotive and 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,” AkzoNobel said in a statement. : 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.”
Last November, AkzoNobel and Axalta Coating Systems said they would combine in an all-stock merger of equals, creating a global coatings company with an enterprise value of approximately $25 billion.
“Both AkzoNobel Boards unanimously continue to recommend the merger of equals between AkzoNobel and Axalta, taking into account the compelling strategic rationale and benefits,” AkzoNobel says.
Nippon Paint Group and Sherwin-Williams say they are considering their next steps, if any.
“Nippon Paint Group and Sherwin-Williams carefully considered AkzoNobel's all-stock merger with Axalta announced on 18 November 2025, which set out an alternative path to AkzoNobel's standalone strategy,” Nippon and Sherwin-Williams said in a statement. “Nippon Paint Group and Sherwin-Williams thoroughly assessed options for engaging with AkzoNobel at this pivotal moment, in accordance with the terms of AkzoNobel's existing merger agreement with Axalta, and jointly submitted the comprehensive Joint Proposal to the Boards of AkzoNobel for a recommended public offer for AkzoNobel, taking the interests of all stakeholders of AkzoNobel into account. The Joint Proposal does not include any financing conditions and is not subject to the approval of Sherwin-Williams or Nippon Paint shareholders. The Joint Proposal submitted on 29 April 2026 followed a previous offer on 16 April 2026.”
The two companies say their proposal saw the acquisition of AkzoNobel's Decorative Paints and Industrial Coatings business by Nippon Paint Group and the acquisition of AkzoNobel's Marine and Protective Coatings, Automotive and Specialty Coatings, and Powder Coatings businesses by Sherwin-Williams.
“Nippon Paint Group and Sherwin-Williams have assessed and taken into account the interests of all AkzoNobel stakeholders and firmly believe that the Joint Proposal offers significant strategic benefits to AkzoNobel's businesses,” the companies stated. “Both the Deco and Coatings businesses would become part of robust global platforms offering greater access to incremental resources and capital that would allow them to prosper and accelerate growth. Both combinations would provide AkzoNobel's businesses with clear strategic ownership with sustainable, successful business peers, with full respect for AkzoNobel's heritage, identity, and businesses. For Nippon Paint Group, the potential acquisition of AkzoNobel's Deco business would further strengthen its decorative paints portfolio, including the reunification of the Dulux brand on a global basis, while accelerating international growth across key markets.”
