AkzoNobel and Axalta Coating Systems have entered into a definitive all-stock merger-of-equals agreement.
AkzoNobel N.V. and Axalta Coating Systems Ltd. announced on November 18, that their boards have unanimously approved an all-stock merger of equals. This landmark deal is set to establish a powerhouse in the coatings sector, uniting two leaders with complementary portfolios and a vast global footprint spanning over 160 countries.
The combined company will boast a highly diversified portfolio covering a full spectrum of coatings solutions, including Powder, Aerospace, Refinish, Mobility, Marine and Protective, Industrial Coatings, and Decorative Paints, differentiated by approximately 100 well-known brands. This strategic alignment is intended to better serve customers across key end markets and drive stronger revenue growth.
The financial rationale for the merger is robust, centering on enhanced profitability and substantial value creation. The companies anticipate achieving $600 million in pre-tax run-rate synergies, with 90% expected to be realized within the first three years post-closing. These savings are projected to come primarily from procurement, SG&A efficiencies, footprint optimization, and improved supply chain management.
With a combined pro forma Adjusted EBITDA of $3.3 billion and Adjusted Free Cash Flow of $1.5 billion, the merged entity is expected to feature industry-leading profitability, with Adjusted EBITDA margins approaching 20%.
The merger structure features a balanced governance and leadership team. The combined company will have a one-tier Board led by current Axalta Chair Rakesh Sachdev as Chair, with current AkzoNobel Supervisory Board Chairman Ben Noteboom serving as Vice-Chair.
Operationally, current AkzoNobel CEO Greg Poux-Guillaume will serve as the CEO of the combined company, and current Axalta CEO Chris Villavarayan will take the role of Deputy CEO. The company will be domiciled in the Netherlands with dual headquarters in Amsterdam and Philadelphia.
Under the all-stock agreement, Axalta shareholders will receive 0.6539 shares of AkzoNobel stock for each share of Axalta common stock they own. On a pro forma basis, AkzoNobel shareholders will own 55% and Axalta shareholders will own 45% of the combined company immediately following the close.
In conjunction with the transaction, AkzoNobel will pay a special cash dividend to its shareholders equal to €2.5 billion (minus any regular 2026 dividends paid prior to completion).
The transaction is expected to close in late 2026 to early 2027, pending shareholder approvals, requisite regulatory clearances, and other customary closing conditions. Following an initial dual listing on Euronext Amsterdam and the New York Stock Exchange, the combined company will eventually transition to a single NYSE listing under a new name and ticker symbol yet to be announced.
