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Akzo Nobel Rejects €12.5 Billion Breakup Bid From Nippon Paint and Sherwin-Williams

By  |  May 27, 2026
Sherwin-Williams paint

Akzo Nobel NV has turned down a joint takeover proposal from Japan’s Nippon Paint Holdings Co. and US-based Sherwin-Williams Co., opting instead to continue pursuing its planned merger with Axalta Coating Systems Ltd., according to Bloomberg.

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    The Dutch paint and coatings manufacturer said the unsolicited all-cash proposal valued the company at €12.5 billion, or €73 per share, representing a 39% premium to Akzo Nobel’s Tuesday closing price. Following the disclosure, Akzo Nobel shares surged as much as 22% in Amsterdam trading, briefly giving the company a market value of nearly €11 billion.

    Per Bloomberg, the approach was first made in April, when Nippon Paint and Sherwin-Williams contacted Akzo Nobel with an initial proposal. The Amsterdam-based company rejected the offer within days, citing concerns that the deal would face significant regulatory hurdles. A more formal proposal submitted on April 29 was also dismissed on May 1.

    Akzo Nobel said its previously announced merger agreement with Axalta remained the stronger strategic option. The Axalta transaction, announced in November, is expected to generate approximately $600 million in synergies. Shares of Axalta rose as much as 5.3% after the developments became public.

    According to Bloomberg, the proposed structure would have seen Nippon Paint acquire all of Akzo Nobel before retaining the company’s Decorative Paints and Industrial Coatings divisions. Sherwin-Williams would then acquire Akzo Nobel’s Automotive & Specialty Coatings, Marine & Protective Coatings, and Powder Coatings businesses.

    Read more: China Approves ANA Holdings’ Acquisition of Nippon Cargo

    Despite the rejection, Nippon Paint and Sherwin-Williams said they are evaluating their options. The companies stated they “firmly believe” the proposal would provide substantial advantages to Akzo Nobel, including broader access to capital and operational resources for its businesses.

    Analysts said the timing of the offer appeared designed to capitalize on weakness in Akzo Nobel’s stock price. “The offer is capitalizing on Akzo’s ‘cyclically depressed share price and broadly matches our Axalta deal value,’” Citigroup analysts led by Ranulf Orr wrote in a note, according to Bloomberg.

    The delayed disclosure of the proposal also drew attention. Per Bloomberg, the bidders first approached Akzo Nobel on April 16, though the company did not reveal the discussions publicly for several weeks. The Dutch Authority for the Financial Markets (AFM) said companies are permitted to delay the publication of inside information if certain conditions are met.

    Market observers said the bid challenged assumptions that Akzo Nobel was protected from rival interest because of the complexity of acquiring the entire company. “We believe investors had largely discounted the risk of an interloper given the prevailing assumption that any competing bid would need to be a full-company takeover,” Barclays analyst Katie Richards said in a note. She added that the proposal from Nippon Paint and Sherwin-Williams offered an alternative to the Axalta combination by using a consortium structure to divide Akzo Nobel’s assets after a full acquisition.

    Source: Bloomberg