AkzoNobel and Axalta Coating Systems have entered into a definitive agreement to merge in an all-stock transaction that will create one of the world’s largest coatings companies with an enterprise value of approximately $25 billion and combined revenue of about $17 billion. Announced from Amsterdam and Philadelphia, the deal brings together two longstanding industry leaders with highly complementary product portfolios, extensive geographic coverage, and a shared commitment to innovation. The combined company is expected to generate substantial value for shareholders, employees, and customers by leveraging expanded scale, broadened market access, and deeper technological capabilities.
The merger will combine well-known brands across Powder, Aerospace, Refinish, Mobility, Marine, Protective, Industrial Coatings, and Decorative Paints, establishing a full-spectrum portfolio that spans approximately 100 global brands. The merged organization will operate across more than 160 countries, supported by 173 manufacturing facilities and 91 research and development centers. Together, the companies expect to invest approximately $400 million annually in research activities and will bring together roughly 4,200 scientists, engineers, and research fellows, along with approximately 3,200 granted and pending patents.
Both companies project meaningful financial upside from the transaction. The combined entity is expected to generate approximately $3.3 billion in Adjusted EBITDA on revenue of $17 billion, along with pro forma Adjusted Free Cash Flow of about $1.5 billion. The companies have identified approximately $600 million in actionable cost synergies, with 90% anticipated within the first 3 years after closing. These savings are expected to come from procurement efficiencies, streamlined SG&A functions, optimized manufacturing and supply chain operations, and broader footprint rationalization efforts. The merged company anticipates Adjusted EBITDA margins approaching 20% once the synergy program is fully realized. Net leverage at close is expected to fall within 2.0x to 2.5x, supporting a strong investment-grade credit profile.
The combined company will operate under a one-tier Board structure led by current Axalta Chair Rakesh Sachdev, with AkzoNobel Supervisory Board Chairman Ben Noteboom serving as Vice Chair. The 11-member Board will include 4 directors from each company and 3 independent directors. Current AkzoNobel CEO Greg Poux-Guillaume will become CEO of the new company, while Axalta CEO Chris Villavarayan will become Deputy CEO. Axalta’s Chief Financial Officer, Carl Anderson, will assume the CFO role for the merged organization. AkzoNobel CFO Maarten de Vries will retire before closing.
Once the transaction closes, the combined company will adopt a new corporate name and ticker symbol. Shares will be listed solely on the New York Stock Exchange following a temporary dual-listing period with Euronext Amsterdam. The new company will maintain dual headquarters in Amsterdam and Philadelphia and will be organized under a Dutch holding company with tax residency in the Netherlands.
Under the terms of the agreement, Axalta shareholders will receive 0.6539 shares of AkzoNobel stock for each Axalta share. AkzoNobel shareholders will own approximately 55% of the combined company, while Axalta shareholders will own roughly 45%. As part of the transaction, AkzoNobel will distribute a special dividend to its shareholders equal to €2.5 billion, minus any regular dividends paid in 2026 before completion.
Share buyback programs at both companies have been suspended. AkzoNobel will continue to pay ordinary dividends in line with its existing policy, and neither company expects any extraordinary distributions before completion aside from AkzoNobel’s special dividend.
The companies expect to complete the merger between late 2026 and early 2027, subject to shareholder approvals, regulatory review, NYSE listing authorization, the payment of the special dividend, and completion of AkzoNobel’s works council consultation. Both companies will hold Extraordinary General Meetings in mid-2026 to seek shareholder approval.
KEY QUOTES
“We’re excited to enter a new chapter in our long and proud history as a leader in the paints and coatings industry. This merger will allow us to accelerate our growth ambitions by bringing together highly complementary technologies, expertise and passionate people to unlock our full combined potential. I am excited to lead our talented teams in bringing the best of both companies to our customers and shareholders, delivering outstanding value to both.”
Greg Poux-Guillaume, Chief Executive Officer and Chairman of the Board of Management, AkzoNobel
“This combination represents a compelling opportunity. It’s a great value proposition for all our stakeholders both in the Netherlands, where we maintain our domicile and internationally, including our shareholders, customers and employees. It will create a world leader in coatings and is a significant step that will drive sustainable growth and allow us to better serve our customers. By uniting two world-class organizations, we’re creating a strong platform for the future, built on a solid foundation of shared values and heritage.”
Ben Noteboom, Chairman of the Supervisory Board, AkzoNobel
“We are pleased to enter into this transaction with AkzoNobel and join our best-in-class platforms to enhance innovation, develop new capabilities and further strengthen customer relationships. As our industry continues to grow and evolve, this combination with AkzoNobel enables us to do the same, with a sharper competitive edge and new avenues and opportunities for growth. Together, AkzoNobel and Axalta are positioned to establish a profitable and sustainable path forward as a leader in the coatings industry. Like AkzoNobel, we value our people as our greatest asset, and we are excited to unite our rich, innovation-focused cultures.”
Chris Villavarayan, Chief Executive Officer and President, Axalta
“The Axalta Board is confident that this combination with AkzoNobel will create significant value for our shareholders as we move ahead. Led by an experienced management team with a track record of operational efficiency and excellence, we expect the meaningful synergy opportunities and enhanced financial profile of the combined company will drive substantial value creation. We look forward to joining Axalta’s and AkzoNobel’s strengths to create new opportunities across our global stakeholder base.”
Rakesh Sachdev, Chair of the Board of Directors, Axalta
