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Akzo Nobel N.V. and Axalta Coating Systems Ltd. provide a supplement to their joint proxy statement/prospectus for the planned share-for-share merger, updating disclosures ahead of Axalta’s August 5, 2026 virtual special meeting. The supplement reflects a Second Amendment to the Merger Agreement and related joinder agreements that add Bermuda merger subsidiaries and refine post‑completion governance of the combined company, including detailed rules for the MergeCo board’s composition, director terms and voting thresholds, with many super‑majority requirements reduced from 75% to two thirds of non‑executive directors.
Axalta also discloses shareholder lawsuits and demand letters alleging disclosure deficiencies; it states it believes these claims are without merit but is voluntarily providing additional detail to avoid expense and delay. The supplement describes Axalta’s engagement of Incentrum for a fee of $12.5 million and expands the summaries of Evercore’s and J.P. Morgan’s valuation work, including discounted cash flow methodologies, key assumptions and implied per‑share equity value ranges for both Axalta and AkzoNobel.
Akzo Nobel N.V. and Axalta Coating Systems Ltd. announced they have enhanced the proposed governance arrangements for the company that would be formed by their pending all-share merger of equals. The refinements follow extensive dialogue with shareholders and other stakeholders about the governance of the combined business, with the chairs of both boards emphasizing strong corporate governance and effective board oversight.
The governance enhancements do not require changes to the proposed Articles of Association of the combined company, so the AkzoNobel EGM and Axalta SGM scheduled for August 5, 2026 are proceeding with their existing agenda items. A registration statement on Form F-4, including Axalta’s proxy statement/prospectus for shares to be offered by AkzoNobel, was declared effective by the SEC on June 23, 2026, and Axalta filed a definitive proxy statement on June 24, 2026. Extensive risk and forward-looking statement disclosures outline conditions that could affect completion of the transaction, regulatory approvals, integration efforts, and broader economic and operational factors.
AkzoNobel and Axalta are progressing an all‑stock merger under which Axalta shareholders receive 0.6539 AkzoNobel shares per Axalta share, leaving AkzoNobel holders with about 55% of the combined company and Axalta holders with about 45%. AkzoNobel plans a special cash dividend of €2.5 billion, reduced by any 2026 regular dividends, conditional on completion. Closing is targeted for late 2026 to early 2027, subject to shareholder approvals, regulatory clearances, NYSE listing, payment of the special dividend, works council consultation and other conditions; a €150 million termination fee may apply.
For Q2 2026, revenue was €2,589 million, down 1% year-on-year, while operating income rose 17% to €251 million and adjusted EBITDA edged up to €398 million. For the first half, revenue declined 5% to €4,975 million, operating income increased to €428 million, and adjusted EBITDA was €743 million. Net income attributable to shareholders was €232 million with earnings per share of €1.35.
Net debt at June 30 2026 was €3,127 million and the leverage ratio (net debt/adjusted EBITDA) was 2.2. A provision of €300 million remains for the Project Ichthys litigation, while insurance coverage is up to €500 million. After period-end, Russian entities representing less than 2% of revenue were placed under temporary external administration and will be deconsolidated, with €214 million of net assets and a €49 million cumulative translation loss to be reclassified through income.
AkzoNobel reported Q2 2026 revenue of €2,589 million, down 1% versus Q2 2025, while organic sales grew 2% as higher pricing offset stable volumes. Half‑year revenue was €4,975 million, 5% lower year on year, mainly due to FX and the divestment of liquid coatings in India.
Profitability improved. Q2 operating income rose to €251 million and half‑year operating income to €428 million. Adjusted EBITDA was €398 million in Q2 and €743 million for the half‑year, only slightly below 2025, as pricing gains and lower restructuring costs offset volume pressure. Net income attributable to shareholders was €232 million and earnings per share from total operations were €1.35, both flat year on year; profit margin edged up to 5.0%.
Balance sheet and strategy. Free cash flow was €108 million in Q2 and negative €36 million for the half‑year. Net debt increased to €3,127 million, giving a leverage ratio of 2.2. AkzoNobel is pursuing an all‑stock merger with Axalta, including an intended €2.5 billion special cash dividend, and later in July expects to deconsolidate Russian entities with net assets of €214 million following external administration.
AkzoNobel reported Q2 2026 revenue of €2,589 million, down 1% as currency and the India liquid coatings divestment offset 2% organic sales growth. Operating income rose to €251 million and adjusted EBITDA to €398 million, lifting the adjusted EBITDA margin to 15.4%. Net income attributable to shareholders increased to €139 million, or €0.81 per share.
For the first half of 2026, revenue was €4,975 million, with operating income of €428 million and adjusted EBITDA of €743 million, yielding a 14.9% adjusted EBITDA margin. Decorative Paints expanded margins, while Performance Coatings faced FX and divestment headwinds. Net debt stood at €3,127 million and the leverage ratio at 2.2x at June 30.
The company targets about €100 million adjusted EBITDA improvement in constant currencies in 2026 and expects full-year adjusted EBITDA at or above €1.47 billion. It also detailed the planned all-stock merger with Axalta, under which Axalta holders would receive 0.6539 AkzoNobel shares per Axalta share and AkzoNobel shareholders would receive a special dividend of €2.5 billion minus 2026 regular dividends, subject to approvals and closing conditions.
Axalta Coating Systems Ltd. is asking shareholders to approve an all-share merger with AkzoNobel N.V. at a special general meeting to be held virtually on August 5, 2026. Under the merger agreement, each issued Axalta common share will convert into 0.6539 AkzoNobel ordinary shares and AkzoNobel will pay a pre-completion distribution equal to €2.5 billion less certain 2026 dividends prior to closing.
Based on quoted market data, the implied value of the merger consideration was approximately $30.25 per Axalta share on November 17, 2025 and approximately $34.36 per share on June 23, 2026. The Axalta Board unanimously recommends shareholders vote FOR the bye-laws amendment, the merger agreement, the advisory compensation proposal and a potential adjournment proposal. The record date for voting is June 11, 2026 and 214,018,930 Axalta common shares were issued as of that date.
AkzoNobel is registering ordinary shares to be issued to Axalta shareholders in connection with a proposed all‑share merger that would combine AkzoNobel and Axalta into a single listed company ("MergeCo"). Under the merger agreement each issued Axalta common share will convert into 0.6539 AkzoNobel ordinary shares.
The merger contemplates a €2.5 billion pre-completion cash distribution to AkzoNobel shareholders (reduced by any 2026 dividends declared before the distribution). Based on AkzoNobel's closing price on November 17, 2025 and an exchange rate of 1.159, the implied value was approximately $30.25 per Axalta share. The Axalta special meeting record date is June 11, 2026, and Axalta reported 214,018,930 common shares issued as of that record date.
Akzo Nobel N.V. proposes an all-share merger to combine with Axalta Coating Systems Ltd., under which each issued Axalta common share will convert into the right to receive 0.6539 AkzoNobel ordinary shares. AkzoNobel will pay a pre-completion distribution equal to €2.5 billion less certain 2026 dividends. Based on the companies’ capital structures at signing, Axalta shareholders are expected to hold approximately 45% of MergeCo on a pro forma basis. The merger consideration value will fluctuate with the market price of AkzoNobel shares; at the close on November 17, 2025 (AkzoNobel €56.64; EUR/USD 1.159) the implied value was approximately $30.25 per Axalta share. Completion is conditioned on shareholder approvals, customary regulatory clearances including HSR and EU/UK filings, and other conditions; AkzoNobel anticipates delisting from Euronext Amsterdam about 12 months after closing. The Axalta board unanimously recommends approval.