Both acquisition proposals rejected; Nippon Paint Holdings and Sherwin-Williams terminate plan to 'split up' AkzoNobel

On June 3, Nippon Paint Holdings and Sherwin-Williams officially announced the termination of all preparatory work for their joint acquisition of AkzoNobel—bringing to a halt this €10-billion-plus merger plan that had captivated the global coatings industry. Following the announcement of the acquisition’s termination, AkzoNobel’s stock was temporarily halted at market open and plunged over 20% upon resuming trading—potentially marking its largest single-day decline in history. Earlier, Nippon Paint and Sherwin-Williams had submitted two successive cash acquisition proposals, both of which were rejected by AkzoNobel’s Board of Directors, which remained committed to advancing its merger with Axalta Coating Systems. In fiscal year 2025, Sherwin-Williams ranked first globally in coatings revenue with USD 23.574 billion; AkzoNobel came third with approximately USD 11.984 billion, while Nippon Paint followed closely in fourth place with USD 11.844 billion. This revenue scale underscores the deal’s profound industry significance. Moreover, all three companies operate across core segments—including architectural coatings, industrial corrosion protection, and automotive coatings. A successful merger would have directly reshaped the global competitive landscape. Given strong business complementarity, Nippon Paint and Sherwin-Williams formed a joint acquisition consortium and formally launched acquisition talks with AkzoNobel in April. As previously reported, the acquisition negotiations unfolded across two rounds of proposals: the consortium submitted its initial expression of interest on April 16, only to receive a rejection on April 22; on April 29, the parties issued a revised, non-binding cash offer at €73 per share, valuing the entire transaction at €12.5 billion. Upon news of the bid, AkzoNobel’s share price surged nearly 20% in a single day. Under the proposed division of assets, Nippon Paint would assume AkzoNobel’s Decorative Paints and Industrial Coatings businesses—including the Dulux brand—while Sherwin-Williams would acquire the Automotive & Specialty Coatings, Marine & Protective Coatings, and Powder Coatings divisions—precisely filling strategic gaps in each company’s portfolio.

The nine-month regulatory journey toward the equal merger between AkzoNobel and Axalta

Yet individual excellence cannot mask broader industry anxieties. In 2025, global demand for coatings remained sluggish overall; U.S. tariff policies intensified macroeconomic volatility; and geopolitical tensions alongside supply-chain disruptions continued to pose risks. Against this backdrop, the global coatings industry’s power structure is hardening: Sherwin-Williams held firm at #1 with USD 21.217 billion in sales; PPG ranked second with USD 15.875 billion; AkzoNobel placed third with USD 11.514 billion; and Axalta ranked fifth with USD 5.276 billion. The top ten players collectively generated USD 79.101 billion in sales—accounting for 39.30% of the global market. Squeezed between Sherwin-Williams and PPG, AkzoNobel needed growth in automotive coatings, while Axalta required a solid foundation in decorative coatings. These complementary needs converged in 2025. Nine-Month Regulatory Journey On November 18, 2025, AkzoNobel and Axalta jointly announced they had reached a definitive agreement to integrate via an all-stock, equal merger. Under the terms, each Axalta common shareholder would receive 0.6539 new AkzoNobel shares for every one Axalta share held. Post-merger, AkzoNobel shareholders would hold 55% of the combined entity, and Axalta shareholders 45%. The new company’s enterprise value would total approximately USD 25 billion (RMB ~¥17.77 billion), with projected annual revenue of USD 17 billion (RMB ~¥12.086 billion), adjusted EBITDA of around USD 3.3 billion, and adjusted free cash flow of roughly USD 1.5 billion. The parties anticipate approximately USD 600 million in annual pre-tax run-rate synergies, with 90% expected to be realized within the first three years following closing. On January 28, 2026, an internal Q&A document circulated by AkzoNobel to its employees was disclosed. It identified shareholder voting as the first critical milestone in the merger process. The second—and far more complex and time-consuming—hurdle was the subsequent global antitrust review. To complete the transaction, both parties needed regulatory approvals from approximately 30 countries. On April 16, 2026, Japan-based Nippon Paint Holdings and U.S.-based Sherwin-Williams submitted their first joint acquisition proposal to AkzoNobel. On April 22, AkzoNobel’s Board rejected this initial overture. On April 29, Nippon Paint and Sherwin-Williams resubmitted a revised, non-binding proposal, offering €73.00 per share in cash (approximately USD 85) for all outstanding AkzoNobel shares—valuing the entire company at roughly €12.5 billion (USD ~14.555 billion or RMB ~¥9.88 billion). Nippon Paint would serve as the acquiring entity, launching a full-cash public tender; post-acquisition, it would retain AkzoNobel’s Decorative Paints and Industrial Coatings businesses, while Sherwin-Williams would take over the Automotive & Specialty Coatings, Marine & Protective Coatings, and Powder Coatings businesses. On May 27, 2026, AkzoNobel formally announced it had rejected the conditional, non-binding acquisition proposal jointly submitted by Nippon Paint and Sherwin-Williams. AkzoNobel’s Board stated the offer significantly undervalued the company and failed to reflect its long-term prospects; lacked sufficient certainty regarding regulatory approvals and business divestitures; inadequately safeguarded stakeholders’ interests; and—critically—was overshadowed by the already-signed and execution-stage merger agreement with Axalta, which offered a far more certain path forward.

Nippon Paint to acquire Akzo Nobel decorative paints in Southeast Asia for $1.35B

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Nippon Paint Holdings agreed to acquire Akzo Nobel’s decorative paints subsidiaries in Southeast Asia for approximately $1.35 billion, strengthening its regional presence ahead of Akzo Nobel’s planned merger with Axalta.

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