Global paint and coatings giant AkzoNobel has rejected a conditional and non-binding proposal from Nippon Paint Holdings Co. and The Sherwin-Williams Company to acquire all issued and outstanding shares in the company for €73 in cash per share, excluding regular annual and interim dividends.
The proposed offer represented a premium of around 39 per cent to AkzoNobel’s previous closing share price of €52.52. AkzoNobel shares rose following the announcement.
The proposal was received on 29 April 2026 and rejected on 1 May 2026, with an announcement issued this morning. It followed an earlier proposal submitted on 16 April and rejected on 22 April.
The statement was issued ahead of the anticipated public release of the SEC Form F-4 connected to the proposed merger with Axalta Coating Systems, a cross-border deal that is set to create a coatings company valued at around $25bn.
In January, AkzoNobel confirmed that Maarten de Vries will remain as chief financial officer for an additional year as the company prepares for the proposed Axalta merger.
Details of proposed merger with Nippon and Sherwin-Williams
Under the proposed structure, Nippon Paint would have launched an all-cash public offer for all issued and outstanding AkzoNobel shares. Following completion of the transaction, Nippon Paint would have retained AkzoNobel’s Decorative Paints and Industrial Coatings businesses. AkzoNobel’s Automotive & Specialty Coatings, Marine & Protective Coatings and Powder Coatings businesses would then have been sold separately to Sherwin-Williams.
AkzoNobel says its board of management and supervisory board reviewed the proposal with financial and legal advisers in line with fiduciary duties.
The company says 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.
A company spokesperson also says neither proposal qualified as a “potentially superior” offer compared with the planned Axalta merger.
The merger with Axalta, which is expected to close between late 2026 and early 2027, is still subject to regulatory approvals and shareholder approval from both AkzoNobel and Axalta.
The firm says its boards considered several factors, including the indicative offer price, which they said did not adequately reflect the value of AkzoNobel or its long-term prospects alongside the proposed merger with Axalta. They also cited its concerns around regulatory clearances, the proposed separation of business units between Nippon Paint and Sherwin-Williams and the protection of stakeholder interests.
AkzoNobel says both boards continue to unanimously recommend the proposed merger of equals with Axalta, citing the rationale and expected benefits outlined in the companies’ joint statement issued on 18 November 2025.
The company says further announcements will be made if appropriate.
The merger proposal comes at a time of uncertainty for the coatings sector, with issues including stringent regulations, demands for more fuel savings, data validation and global supply chain problems linked to the conflict in the Middle East all putting pressure on the sector.
In September 2024, AkzoNobel confirmed it plans to cut around 2,000 jobs worldwide as it attempted to cut its costs.
The firm’s Q3 2025 results showed its profitability had improved to 15.1 per cent. Its Q1 2026 results show a slight decrease in sales and revenue compared to the same quarter in the previous year.
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