AkzoNobel NV saw its Amsterdam-listed shares spike by over 16% on Wednesday after the Dutch coatings manufacturer disclosed that it had rejected an indicative, conditional and non-binding cash proposal valuing shares at €73 from Nippon Paint Holdings Co. together with The Sherwin-Williams Company. The company reiterated its support for a recommended merger with Axalta Coating Systems Ltd.
The disclosure said the proposal was received on April 29 and was formally rejected by the Board of Management and Supervisory Board on May 1. The statement also confirmed a prior approach, made on April 16, had previously been turned down on April 22.
The €73 indicative offer equated to a roughly 39% premium to AkzoNobel's closing price of €52.52 on May 26, according to the company communication. Under the terms described in the rejected proposal, Nippon Paint would have launched an all-cash public offer for all issued and outstanding AkzoNobel shares.
AkzoNobel outlined how the proposal envisaged retention and divestment of businesses upon completion: Nippon Paint would have kept AkzoNobel's Decorative Paints and Industrial Coatings operations, while Axalta's Automotive & Specialty Coatings, Marine & Protective Coatings and Powder Coatings divisions would have been disposed of separately to Sherwin-Williams.
Trading and market reaction
The Amsterdam-headquartered shares recorded their heaviest trading in the dataset on Wednesday, with 809,950 shares changing hands, surpassing the 942,590 traded on April 22, the session in which the company rejected the first approach from Nippon Paint and Sherwin-Williams. The share-price move reflected the market's immediate reaction to the company's public explanation for turning down the offer and its reaffirmation of the Axalta transaction.
Reasons cited for rejection
AkzoNobel set out three primary grounds for rejecting the proposal. First, it said the indicative price "did not come close to adequately reflecting the value of AkzoNobel and its long-term prospects, taking into account the benefits of the recommended merger with Axalta." Second, the company flagged "insufficient deal certainty in relation to regulatory clearances and the separation of the business between Nippon Paint and Sherwin-Williams." Third, AkzoNobel said "the interests of AkzoNobel stakeholders were not adequately safeguarded."
In addition, the boards concluded the proposal "did not qualify, nor was it reasonably expected to qualify, as a 'Superior Proposal'" as defined in the merger agreement with Axalta. The company repeated that both boards "unanimously continue to recommend the merger of equals between AkzoNobel and Axalta, taking into account the compelling strategic rationale and benefits" described in the joint press release of Nov. 18, 2025.
Outlook and positioning
By publicly rejecting the indicative cash bid and restating support for the Axalta combination, AkzoNobel has signalled a clear preference for the recommended transaction and the value case it presents, at least as assessed by its board. The announcement, and the trading that followed, underline investor focus on the fate of the proposed merger and any further approaches or revised offers that might arise.
For now, AkzoNobel's boards maintain their unanimous recommendation of the merger with Axalta, while having formally dismissed the recent conditional proposal from Nippon Paint and Sherwin-Williams for the reasons the company disclosed.