The proposal, received April 29 and rejected May 1, offered EUR 73.00 in cash per share, excluding regular annual and interim dividends. AkzoNobel said the offer followed an initial proposal submitted April 16 and rejected April 22.

Under the terms outlined by AkzoNobel, Nippon Paint would have launched the all-cash public offer for AkzoNobel. Upon completion, Nippon Paint would retain AkzoNobel’s Decorative Paints and Industrial Coatings businesses, while AkzoNobel’s Automotive & Specialty Coatings, Marine & Protective Coatings and Powder Coatings businesses would be sold separately to Sherwin-Williams.

AkzoNobel said its Board of Management and Supervisory Board reviewed the proposal with financial and legal advisors and concluded it did not qualify, nor was it reasonably expected to qualify, as a “Superior Proposal” under the company’s merger agreement with Axalta Coating Systems Ltd.

The company said its boards considered several factors, including that the indicative offer price did not adequately reflect AkzoNobel’s value and long-term prospects, the proposal provided insufficient deal certainty related to regulatory clearances and the proposed separation of the business, and the interests of AkzoNobel stakeholders were not adequately safeguarded.

Both AkzoNobel boards continue to unanimously recommend the proposed merger of equals between AkzoNobel and Axalta, which was announced Nov. 18, 2025.

In a separate May 27 statement, Nippon Paint Group and Sherwin-Williams confirmed the joint proposal and said they are considering their next steps, if any. The companies said the proposal did not include financing conditions and was not subject to Sherwin-Williams or Nippon Paint shareholder approval.

Nippon Paint Group and Sherwin-Williams said the proposal would give AkzoNobel’s businesses “clear strategic ownership” within their respective platforms. Under the proposed structure, Nippon Paint said the acquisition of AkzoNobel’s Decorative Paints business would strengthen its decorative paints portfolio, including the reunification of the Dulux brand globally. Sherwin-Williams said the acquisition of AkzoNobel’s coatings businesses would complement its existing portfolio and enhance its position in specific premium coatings segments where it currently has limited presence.

Further announcements will be made if and when appropriate, according to AkzoNobel. Nippon Paint Group and Sherwin-Williams also said they would provide further updates as appropriate and in accordance with applicable laws and regulations.

Sources: Sherwin-Williams, AkzoNobel, Nippon

Related PCI Coverage

• AkzoNobel and Axalta previously announced a proposed merger of equals, outlining leadership structure and the expected approval process.

• PCI examined what the proposed AkzoNobel–Axalta merger could mean for the future of the paint and coatings industry, including comparisons to past transactions involving Sherwin-Williams and PPG.

• PCI’s Chief Editor reviewed the first week of industry and market reaction following the merger announcement.

• Two more stories about investor reactions can be found here:

• Cevian Capital Reportedly Backs the AkzoNobel–Axalta Merger
• Shapiro Capital Questions Akzo-Axalta Merger Terms