Akzo Nobel NV files 425 form regarding Axalta Coating Systems Ltd.

✦ Meridian Analysis

Akzo Nobel NV has filed a Form 425 with the Securities and Exchange Commission concerning Axalta Coating Systems Ltd. Under the terms of the transaction, Axalta shareholders will receive 0.6539 shares of AkzoNobel stock for each Axalta share in the all‑stock merger, alongside a special cash dividend of €2.5 billion (net of any regular dividends paid in 2026) paid by AkzoNobel to its shareholders. On a pro‑forma basis, AkzoNobel shareholders will own 55% and Axalta shareholders 45% of the combined company, with the deal valuing the combined entity at approximately $25 billion, or about 8 times its annual earnings. For a transaction of this scale, deal professionals examine equity exchange ratios, pro-forma governance, and the mechanics of the special dividend alongside potential antitrust overlap in industrial coatings. Meridian reported that AkzoNobel nears a deal to sell its SE Asia decorative paint unit to Nippon Paint. No debt financing package or lenders were disclosed, as the merger is an all‑stock transaction. Completion of the merger remains subject to several conditions and approvals. Required approvals include shareholder votes of both companies and regulatory clearances from the U.S. Federal Trade Commission and EU antitrust authorities, with the transaction expected to close in late 2026 to early 2027. Legal and financial advisory roles involve multiple institutions, with Morgan Stanley & Co International, De Brauw Blackstone Westbroek, Davis Polk, Lazard B.V., and Wakkie+Perrick and FGSGlobal advising AkzoNobel, while Evercore, J.P. Morgan Securities, Incentrum Group, Cravath, Swaine & Moore, NautaDutilh, and Joele Frank, Wilkinson Brimmer Katcher are advising Axalta.

Additional sources: AkzoNobel, Axalta to Form $17 Billion Trans-Atlantic Paint ... · Paint maker Akzo Nobel to acquire Axalta Coating in $25 billion deal · AkzoNobel, Axalta near merger approvals with two unit sales · AkzoNobel, Axalta set to win EU antitrust nod for $25 billion ... · AkzoNobel, Axalta offer remedies in bid for EU approval for ...

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