[425] Axalta Coating Systems Ltd. Business Combination Communication
Akzo Nobel N.V. and Axalta Coating Systems Ltd. plan a merger of equals, creating a combined coatings company with approximately $25 billion in enterprise value. Axalta shareholders are expected to receive 0.6539 AkzoNobel shares for each Axalta share, resulting in an ownership split of about 55% AkzoNobel and 45% Axalta in the combined company.
The new company, to be renamed and re‑listed with a new ticker, is expected to close in late 2026 to early 2027 subject to approvals. The combination targets roughly $16.9 billion in 2024 revenue, about ~20% adjusted EBITDA margin, and around $1.5 billion of adjusted free cash flow. Management highlights approximately $600 million of synergies, with 90% expected within three years post‑close, supported by global scale, 173 manufacturing sites, and about $400 million of annual R&D spend.
- Transformative scale and financial targets: Combined enterprise value of about $25B, 2024 revenue around $16.9B, and targeted ~20% adjusted EBITDA margin with ~$1.5B adjusted free cash flow.
- Meaningful synergy plan: Approximately $600M of expected synergies, with 90% planned within three years post-close, plus a 2.0–2.5x net leverage target and commitment to investment-grade credit rating.
- Integration and approval risks: Closing is only expected in late 2026 to early 2027 and remains subject to regulatory and shareholder approvals, as well as successful realization of significant global integration and synergy plans.
Insights
AkzoNobel–Axalta plan a large merger of equals with sizable synergies and cash generation.
The proposed all-stock merger combines AkzoNobel and Axalta into a coatings group with about
The combined entity targets an adjusted EBITDA margin of about
The transaction is expected to close in the period from late
Filed by Akzo Nobel N.V.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended
Subject Company: Axalta Coating Systems Ltd.
(Commission File No.: 001-36733)
Date: November 18, 2025
The following Joint Infographic is being filed in connection with the proposed merger of equals transaction between Akzo Nobel N.V. and Axalta Coating Systems Ltd.:
Axalta shareholders will receive 0.6539 shares of AkzoNobel stock for each share of Axalta common stock owned AkzoNobel 55% / Axalta 45% ownership split TR ANSACTION DETAILS Expected to close in late 2026 to early 2027 Combined company will assume a new name and ticker symbol, which will be announced in due course TIMING / APPROVALS 1 Adjusted Free Cash Flow calculated as reported Free Cash Flow including post - tax synergies and excluding identified items. 2 Combined financial figures do not include adjustments necessary to align to a consistent accounting standard or set of accounting policies. All combined company financial figures represent the addition of each company’s as reported metrics inclusive of synergies where applicable. 3 AkzoNobel multiple presented on a GAAP approximate basis. 4 RPM FY ends in May. EBITDA estimates have been calendarized to ’26 for comparability. 5 2024A Revenue. 6 Industrial Coatings segment includes Wood Finishes, Coil and Extrusion Coatings, Packaging Coatings, Wood Adhesives, Specialty Plastics for AkzoNobel. Industrial Coatings segment includes Building Products, Energy Solutions, Coil Coatings, Liquid Coatings, E - Coat for Axalta. + Combining to Create a Premier Global Coatings Company $25B in Enterprise Value HIGHLY ATTRACTIVE FINANCIAL PROFILE DRIVING PROFITABLE GROWTH AND SHAREHOLDER RETURNS FY24A Revenue ($B) 2 Top - tier portfolio with leading positions across seven key end - markets and ~100 globally recognized brands Extensive scale through 173 manufacturing sites worldwide to bring global capabilities to local customers Cutting - edge innovation platform, supported by $400M in combined annual R&D spend across 91 facilities Decorative Paints & Other Coatings Performance Coatings F Y 2 6 E Multiple F Y 24 A EBITDA Margin 7.8x 12.5x 4 10.2x 9.1 x 3 9.8x 19.6x 21.2% 15.6% 15.3% 13.8% 18.1% ~19.5% 19.4% $23.1 $16.9 $15.8 $ 1 1.6 $10.8 $7.3 $5.3 Sales by Geography 5 Sales by End Market 5,6 1 0 % Marine & Protective $16.9B Total Combined Revenues (2024A) 1 8 % Industrial 2% A erosp a c e 1 8 % Refinish 1 2 % P ow der 1 3 % M obi li t y 2 7 % Decorative 2 3% North America 4 3% E M E A 24% A P A C 1 0 % Latin America ~$17B combined 2024 Revenue ~20% Adj. EBITDA margin and leading cash flow conversion $1.5B Adj. Free Cash Flow 1 second highest among coatings peers ~$600M of synergies, with 90% expected to be achieved in first 3 years post - close 2.0 - 2.5x target net leverage with commitment to investment grade credit rating NYSE Listed with opportunity for S&P 500 inclusion SUBSTANTIAL VALUE CREATION OPPORTUNIT Y FOR A X ALTA AND AK ZONOBEL SHAREHOLDERS
Important Information This is a communication by AkzoNobel and Axalta. This communication is issued pursuant to the provisions of Section 17, paragraph 1 of the European Market Abuse Regulation (596/2014) in connection with the intended recommended combination, via a merger of equals, of the businesses of AkzoNobel and Axalta. General restrictions This communication is not for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication, or distribution would be unlawful . This communication is not a prospectus and the information in this communication is not intended to be complete. This communication is for informational purposes only and is not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities, or an invitation or recommendation to subscribe for, acquire or buy securities of AkzoNobel or Axalta or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended (the “Securities Act”). Any decision to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities must be made only on the basis of the information contained in and incorporated by reference into the prospectus with respect to the shares to be allotted by AkzoNobel in the proposed transaction once published. A prospectus in relation to the proposed transaction described in this communication is expected to be published in due course. The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, AkzoNobel and Axalta disclaim any responsibility or liability for the violation of any such restrictions by any person. Neither AkzoNobel, nor Axalta, nor any of their advisors assume any responsibility for any violation by any person of any of these restrictions. Shareholders of AkzoNobel and Axalta, respectively, with any doubt as to their position should consult an appropriate professional advisor without delay. This communication is addressed to and directed only at, persons who are outside the United Kingdom or, in the United Kingdom, at persons who are: (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) persons falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise lawfully be communicated pursuant to the Order (all such persons together being referred to as, “Relevant Persons”). This communication is directed only at Relevant Persons. Other persons should not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with such persons. Solicitations resulting from this communication will only be responded to if the person concerned is a Relevant Person. Additional Information and Where to Find It In connection with the proposed transaction between AkzoNobel and Axalta, AkzoNobel will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F - 4, which will include a proxy statement of Axalta that also constitutes a prospectus with respect to the shares to be offered by AkzoNobel in the proposed transaction. The definitive proxy statement/prospectus will be sent to the shareholders of Axalta. Each of AkzoNobel and Axalta will also file other relevant documents in connection with the proposed transaction. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents AkzoNobel and/or Axalta may file with the SEC or any other competent regulator in connection with the proposed transaction. This communication does not contain all the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF AKZONOBEL AND AXALTA ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT AKZONOBEL, AXALTA, THE PROPOSED TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other relevant documents filed by AkzoNobel and Axalta with the SEC, when filed, will be available free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC from Axalta’s investor relations webpage at https://ir.axalta.com/sec - filings/all - sec - filings or from AkzoNobel’s investor relations webpage at https:// www.akzonobel.com/en/investors. The contents of this communication should not be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice. Participants in the Solicitation This communication is not a solicitation of proxies in connection with the proposed transaction. However, under SEC rules, AkzoNobel, Axalta and certain of their respective directors and executive officers and other members of their respective management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction, including a description of their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials when it is filed with the SEC. Information regarding the directors and executive officers of Axalta is contained in Axalta’s proxy statement for its 2025 annual meeting of stockholders, filed with the SEC April 22, 2025, its Annual Report on Form 10 - K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 13, 2025, subsequent statements of beneficial ownership on file with the SEC, including the Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 or Annual Statements of Beneficial Ownership on Form 5 filed with the SEC on: 2/19/2025, 2/19/25, 2/19/2025, 2/19/25, 2/19/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/4/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 3/6/2025, 8/5/2025, 8/18/2025, 8/21/2025, 9/23/2025 and 9/23/2025, and other filings made from time to time with the SEC. Information about AkzoNobel’s supervisory board members and members of the board of management is set forth in AkzoNobel’s latest annual report, as filed with the AFM, the Dutch trader register and on its website at https:// www.akzonobel.com/en/investors/results - center, and as updated from time to time via filings made by AkzoNobel with the AFM. Additional information regarding the interests of persons who may, under the rules of the SEC, be deemed participants in the solicitation of Axalta security holders in connection with the proposed transaction, which may, in some cases, be different than those of Axalta’s shareholders generally, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Market Data Information provided herein as it relates to the market environment in which each of AkzoNobel and Axalta operate or any market developments or trends is based on data and reports prepared by third parties and/or AkzoNobel or Axalta based on internal information and information derived from such third - party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. Cautionary Statement Concerning Forward - Looking Statements This communication contains forward - looking statements as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, regarding, among other things, statements about management’s expectations of AkzoNobel’s and Axalta’s future operating and financial performance, product development, market position, and business strategy. Such forward - looking statements can sometimes be identified by the use of forward - looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “potential,” “seeks,” “aims,” “projects,” “predicts,” “is optimistic,” “is confident,” “intends,” “plans,” “estimates,” “targets,” “anticipates,” “continues” or other comparable terms or negatives of these terms, but not all forward - looking statements include such identifying words. You are cautioned not to rely on these forward - looking statements. Forward - looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward - looking statements. We can give no assurance that such plans, estimates or expectations will be achieved and therefore, actual results may differ materially from any plans, estimates or expectations in such forward - looking statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include: a condition to the closing of the proposed transaction may not be satisfied; the occurrence of any event that can give rise to termination of the proposed transaction; a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; AkzoNobel and Axalta are unable to achieve the synergies and value creation contemplated by the proposed transaction; AkzoNobel and Axalta are unable to promptly and effectively integrate their businesses; management’s time and attention is diverted on transaction related issues; the possibility that competing offers or acquisition proposals may be made; disruption from the proposed transaction makes it more difficult to maintain business, contractual and operational relationships; the credit ratings of AkzoNobel or Axalta decline following the proposed transaction; legal proceedings are instituted against AkzoNobel or Axalta, including resulting expense or delay; AkzoNobel or Axalta is unable to retain or hire key personnel; the communication or the consummation of the proposed acquisition has a negative effect on the market price of the capital stock of AkzoNobel or Axalta or on AkzoNobel’s or Axalta’s operating results; evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory conditions, in the Netherlands, the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man - made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID - 19) pandemic), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current or subsequent United States or Netherlands administration; the ability of AkzoNobel or Axalta to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber - attack, power loss, telecommunications failure or other natural or man - made event, including the ability to function remotely during long - term disruptions; the impact of public health crises, such as pandemics and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down or similar actions and policies; actions by third parties, including government agencies; the risk that disruptions from the proposed transaction will harm AkzoNobel’s or Axalta’s business, including current plans and operations and/or divert management’s attention from AkzoNobel’s or Axalta’s ongoing business operations; certain restrictions during the pendency of the acquisition that may impact AkzoNobel’s or Axalta’s ability to pursue certain business opportunities or strategic transactions; AkzoNobel’s or Axalta’s ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; the risks and uncertainties discussed in AkzoNobel’s latest annual report as filed with the AFM, the Dutch trader register and on its website at https:// www.akzonobel.com/en/investors/results - center; and the risks and uncertainties discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in Axalta’s reports filed with the SEC. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/ prospectus. Unlisted factors may present significant additional obstacles to the realization of forward - looking statements. We caution you not to place undue reliance on any of these forward - looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward - looking statements contained in this communication. Except as required by law, neither AkzoNobel nor Axalta assumes any obligation to update or revise the information contained herein, which speaks only as of the date hereof. Non - GAAP and Non - IFRS Financial Measures This communication contains certain non - GAAP financial measures and/or non - IFRS financial measures that AkzoNobel and Axalta believe are helpful in understanding the anticipated strategic and financial benefits of the proposed transaction. AkzoNobel’s and Axalta’s management regularly use a variety of financial measures that are not in accordance with GAAP or IFRS for forecasting, budgeting and measuring financial performance. The non - GAAP financial measures and/or non - IFRS financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP or IFRS measures. While AkzoNobel and Axalta believe that these non - GAAP financial measures and/or non - IFRS financial measures provide meaningful information to help shareholders understand the anticipated strategic and financial benefits of the proposed transaction, there are limitations associated with the use of these non - GAAP financial measures and/or non - IFRS financial measures. These non - GAAP financial measures and/or non - IFRS financial measures are not prepared in accordance with GAAP or IFRS, are not reported by all of AkzoNobel’s or Axalta’s competitors and may not be directly comparable to similarly titled measures of AkzoNobel’s or Axalta’s competitors due to potential differences in the exact method of calculation. +
FAQ
What is the proposed Akzo Nobel–Axalta merger and how is it structured?
The transaction is a proposed merger of equals between Akzo Nobel N.V. and Axalta Coating Systems Ltd.. The combined business is expected to form a premier global coatings company with about $25 billion in enterprise value and will operate under a new company name and ticker symbol to be announced later.
What will Axalta (AXTA) shareholders receive in the AkzoNobel transaction?
Axalta shareholders are expected to receive 0.6539 shares of AkzoNobel stock for each share of Axalta common stock they own. After the merger, the combined company is expected to be owned approximately 55% by AkzoNobel shareholders and 45% by Axalta shareholders.
When is the Akzo Nobel and Axalta merger expected to close?
The companies state that the transaction is expected to close in late 2026 to early 2027. Completion is subject to required approvals and other customary closing conditions.
What are the key financial targets for the combined AkzoNobel–Axalta company?
The combined business targets approximately $16.9 billion in 2024 revenue, around ~20% adjusted EBITDA margin, and about $1.5 billion in adjusted free cash flow. The companies also highlight that adjusted free cash flow would be the second highest among coatings peers based on their comparisons.
How much in cost synergies do Akzo Nobel and Axalta expect from the merger?
The merger plan includes approximately $600 million of synergies, with about 90% expected to be achieved within the first three years after closing. These synergies are incorporated into the combined financial figures where applicable.
What does the capital structure of the combined AkzoNobel–Axalta company look like?
The companies outline a target net leverage ratio of 2.0–2.5x and state a commitment to maintaining an investment grade credit rating. The combined company is expected to be listed on the NYSE with the potential for S&P 500 inclusion, as described.
How diversified will the combined Akzo Nobel and Axalta coatings business be by market and geography?
Based on 2024 revenue, the combined company highlights exposure across end markets including Decorative, Mobility, Refinish, Powder, Industrial, Marine & Protective, and Aerospace, with approximately $16.9 billion in total combined revenue. Sales are split across North America, EMEA, APAC, and Latin America, reflecting a broad global footprint.
