De Brauw advises AkzoNobel in connection with its envisaged all-stock merger of equals with Axalta, creating a premier global coatings company with an enterprise value of approximately USD 25 billion

AkzoNobel and Axalta have entered into a definitive agreement to combine in an all-stock merger of equals, creating a global coatings leader with an enterprise value of approximately USD 25 billion and revenue of approximately USD 17 billion.

The combination brings together two coatings industry leaders with complementary portfolios of highly regarded brands to better serve customers across key end markets and enhance value for shareholders, employees and other stakeholders. Anchored in both companies’ proud histories and broad expertise, the combined business will have a highly attractive financial profile, industry-leading innovation capabilities and a balanced global footprint spanning over 160 countries to bring global capabilities to local customers. With attractive margins and robust cash flow generation, the combined company will be well positioned to drive substantial growth and shareholder value creation.

Prior to the merger, AkzoNobel will pay a special cash dividend to AkzoNobel shareholders equal to EUR 2.5 billion minus the aggregate amount of any regular annual and interim dividends paid to AkzoNobel shareholders in 2026 prior to completion. Axalta shareholders will receive 0.6539 shares of AkzoNobel stock for each share of Axalta common stock owned. AkzoNobel shareholders will own 55% and Axalta shareholders will own 45% of the combined company on a pro forma basis immediately after closing.

The companies expect the transaction to close in late 2026 to early 2027, subject to approval by shareholders of both AkzoNobel and Axalta, the receipt of requisite regulatory approvals, authorization for the combined company’s shares to be listed on NYSE, payment of the special dividend by AkzoNobel, completion of AkzoNobel’s works council consultation requirements and the satisfaction of other customary closing conditions.

The combined company will assume a new name and will have dual headquarters in Amsterdam and Philadelphia. It will be organized under a Dutch holding company with tax residency in the Netherlands. Following a period of dual listing on the New York Stock Exchange and Euronext Amsterdam, it is intended for shares of the combined company’s common stock to be listed solely on the New York Stock Exchange.

De Brauw acted as lead counsel to AkzoNobel, with Davis Polk & Wardwell acting as US counsel.

More information can be found in the press release issued by AkzoNobel and Axalta (available here).