Akzo Nobel and Axalta Coating Systems have announced an all-stock merger of equals that will create one of the world’s largest coatings companies, with an enterprise value of around USD 25 billion and combined annual revenues of roughly USD 17 billion.
The two businesses said the deal will bring together complementary product portfolios spanning industrial coatings, powder coatings, refinish, aerospace, mobility, marine, protective coatings and decorative paints.
The merged company will operate in more than 160 countries and aims to strengthen its position through a broader global footprint, expanded technology platforms and deeper reach across customer markets.|
The companies expect the transaction to generate about USD 600 million in annual cost synergies, with 90% anticipated within three years of completion.
Pro forma adjusted EBITDA is estimated at USD 3.3 billion, with the combined group targeting EBITDA margins approaching 20% and annual adjusted free cash flow of around USD 1.5 billion.
The merger partners plan to maintain a net leverage ratio between 2.0x and 2.5x and uphold an investment-grade credit profile.
Under the agreement, Axalta shareholders will receive 0.6539 Akzo Nobel shares for each Axalta share.
Upon closing, Akzo Nobel shareholders will hold 55% of the combined company and Axalta shareholders 45%.
Prior to completion, Akzo Nobel will pay a special cash dividend of EUR 2.5 billion (less any ordinary dividends issued in 2026 before closing).
Both companies have paused share buyback programmes.
Leadership of the combined group will be shared. Akzo Nobel’s chief executive, Greg Poux-Guillaume, will become CEO, while Axalta’s CEO, Chris Villavarayan, will take on the role of deputy CEO.
Axalta’s chief financial officer, Carl Anderson, will become CFO of the new company, while Akzo Nobel CFO Maarten de Vries is set to retire.
The merged entity will adopt a new name and ticker symbol, to be announced later.
Governance will be overseen by a one-tier board chaired by Axalta’s current chair, Rakesh Sachdev, with Akzo Nobel supervisory board chair Ben Noteboom acting as vice-chair.
The board will include 11 directors: two executive and nine non-executive, drawn equally from both companies with additional independent members. Extraordinary shareholder meetings for both firms are expected in mid-2026.
The combined company will be domiciled in the Netherlands and maintain dual headquarters in Amsterdam and Philadelphia. Following an initial dual listing on Euronext Amsterdam and the New York Stock Exchange, the group will eventually consolidate its listing solely on the NYSE.
The transaction is expected to close between late 2026 and early 2027, subject to shareholder approvals, regulatory clearances, listing authorisation, payment of the special dividend and completion of Akzo Nobel’s works council procedures.
AkzoNobel and Axalta agree all-stock merger
