De Brauw advises AkzoNobel on all‑stock merger of equals with Axalta to create premier global coatings company valued at USD 25 billion

De Brauw acted as lead counsel to AkzoNobel, with Davis Polk & Wardwell serving as US counsel to AkzoNobel. 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 pro forma revenue of approximately USD 17 billion. The combination unites two industry leaders with complementary portfolios of well‑regarded brands to better serve customers across key end markets and to enhance value for shareholders, employees and other stakeholders. Anchored in both companies' histories and expertise, the combined business will offer an attractive financial profile, industry‑leading innovation capabilities and a balanced global footprint spanning more than 160 countries to bring global capabilities to local customers. With attractive margins and robust cash flow generation, the merged company is expected to be well positioned to drive substantial growth and create shareholder value. Prior to closing, AkzoNobel will pay a special cash dividend to its 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. On a pro forma basis immediately after closing, AkzoNobel shareholders are expected to own 55% and Axalta shareholders 45% of the combined company. The parties expect the transaction to close in late 2026 to early 2027, subject to approval by the shareholders of both AkzoNobel and Axalta, the receipt of required regulatory approvals, authorization for the combined company’s shares to be listed on the New York Stock Exchange, payment of the special dividend by AkzoNobel, completion of AkzoNobel’s works council consultation requirements and 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 that the combined company’s common stock will be listed solely on the New York Stock Exchange. De Brauw represented client(s) AkzoNobel with a team composed by: Arne Grimme, Frank Hamming, Alexandra Tan, Fleur ter Hoeven, Colette Bouwes Bavinck, Anne Carine de Waard, Luuk van der Kroft, Luca Timmermans, Rik de Jager, Muni Okebé, Helen Gornall, Stephanie The, Zeynep Ortac, Gurgen Hakopian, Laura de Vries, Isabel Westra, Max Rebel, Julius des Tombe, Vedika Luthra, Tijmen Klein Bronsvoort, Reinier Kleipool, Angela van Breda, Eveline de Waard, Maurits Bredius, Rick van 't Wout, Barbara Kloppert, Rik van Haeringen, Nick van Dongen, Marja Gommer, Lisa Quant, Henk van Ravenhorst, Pim Siemons, Souhail Lahlimi, Gaby Smeenk, Anita Veenstra, Bas Boutellier and Lisa de Boer. Davis Polk & Wardwell acted as US counsel to AkzoNobel.

De Brauw advises AkzoNobel on all‑stock merger of equals with Axalta to create premier global coatings company valued at USD 25 billion

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