Nippon Paint has offered to buy AkzoNobel’s decorative paints business for €7.5 billion ($8.55 billion), the Japanese company said on Monday. AkzoNobel pushed back the same day, calling the price a significant undervaluation of the Dulux maker’s consumer paints unit. The Dutch company added that its merger agreement with U.S. coatings maker Axalta leaves it unable to engage with Nippon Paint at all.
The bid targets only AkzoNobel’s Decorative Paints business, which carries the Dulux brand, on a cash-free and debt-free basis of €7.5 billion. Nippon Paint made multiple offers in the past month, but AkzoNobel did not engage or notify its shareholders, according to Bloomberg News, which first reported the approach on Sunday. The fresh approach lands three months after AkzoNobel rejected a €12.5 billion ($14.5 billion) joint bid from Nippon Paint and Sherwin-Williams for the entire company. AkzoNobel on Monday stood by its November 2025 plan to merge with Axalta instead. That deal now goes to shareholders for a vote on August 5, 2026.
The €7.5 Billion Offer and the Rebuff
AkzoNobel confirmed it has received multiple conditional and non-binding proposals from Nippon Paint Holdings at an indicative enterprise valuation of €7.5 billion, the Dutch company said in a Monday confirmation statement. The Decorative Paints unit covers AkzoNobel’s biggest consumer brands, including Dulux, Sikkens and International. Nippon Paint said on Monday that “no specific matters regarding the acquisition have been decided.” Shares in Tokyo-listed Nippon Paint fell around 2.5% on Monday afternoon to roughly 1,050 yen.
AkzoNobel responded that the price does not match the unit’s value. The boards reviewed Nippon Paint’s approach against the Axalta agreement before issuing any response. Both the AkzoNobel board of management and its supervisory board continue to unanimously recommend the Axalta merger of equals.
Two bids for two different AkzoNobels now sit on the table. The May approach, a €73-per-share all-cash offer for the entire company, was rejected on May 1 and publicly withdrawn in June by Nippon Paint and Sherwin-Williams. The July approach narrows the target to Decorative Paints alone and values that unit at €7.5 billion on a cash-free and debt-free basis. The structure is also different: this time Nippon Paint is going in solo. Sherwin-Williams is not part of the new proposal.
| Detail | May joint bid | July Nippon-only offer |
|---|---|---|
| Target | Entire AkzoNobel | Decorative Paints only |
| Indicative price | €73.00 per share, all cash | €7.5 billion enterprise value |
| Total value | €12.5 billion ($14.5 billion) | $8.55 billion |
| Partner | Nippon Paint and Sherwin-Williams | Nippon Paint solo |
| AkzoNobel response | Rejected May 1, 2026 | Called a significant undervaluation |
Why AkzoNobel Says Its Hands Are Tied
The Decorative Paints offer is also blocked by contract. AkzoNobel said the Nippon Paint proposal “constitutes an Alternative Proposal, as defined in the merger agreement between AkzoNobel and Axalta Coating Systems Ltd. (‘Axalta’), restricting AkzoNobel from any engagement.” Nippon Paint is offering a price, but AkzoNobel is not allowed to discuss it.
That clause sits inside the all-share merger AkzoNobel agreed to with Axalta on November 18, 2025. Under the deal, AkzoNobel shareholders would own 55% of the combined company and Axalta holders would own 45%. The combined group, to be listed on the New York Stock Exchange, would have annual revenue of about $17 billion and an enterprise value of about $25 billion. Chief Executive Greg Poux-Guillaume would remain in the top job after the merger closes, targeted for the end of 2026 or the start of 2027.
It also significantly undervalues AkzoNobel’s Decorative Paints business, as previously communicated to Nippon Paint.
AkzoNobel’s board, in a Monday statement.
Two Bids in Three Months
Nippon Paint’s July approach is the latest turn in a three-month campaign that started and fizzled in the spring. On April 16, 2026, Nippon Paint and Cleveland-based Sherwin-Williams submitted an initial proposal for the entire AkzoNobel. AkzoNobel rejected that within six days, on April 22.
A more formal €73-per-share, all-cash joint offer arrived on April 29, 2026. AkzoNobel’s boards rejected the formal proposal on May 1, 2026. Their grounds, set out in the company’s formal rejection of the joint bid: the price “did not come close to adequately reflecting the value of AkzoNobel,” regulatory clearance was uncertain, and splitting AkzoNobel between two buyers “did not adequately safeguard” stakeholders. Nippon Paint and Sherwin-Williams ended their pursuit of AkzoNobel in June 2026. AkzoNobel then turned back to the Axalta transaction it had announced six months earlier.
The withdrawn joint bid would have divided AkzoNobel into two parts. Under its terms, Nippon Paint would have kept Decorative Paints and Industrial Coatings, while Sherwin-Williams would have taken Automotive and Specialty Coatings, Marine and Protective Coatings, and Powder Coatings.
Now, with Sherwin-Williams no longer in the picture, Nippon Paint is back with a solo approach for just the Decorative Paints unit. AkzoNobel says the multiple proposals came in over the past month. Bloomberg News reported on Sunday that Nippon Paint made its offers in the last month, and that AkzoNobel did not inform shareholders about them or engage on the €7.5 billion offer that was put forward last week. Nippon Paint Holdings is controlled by the family of the late Singaporean billionaire Goh Cheng Liang and ranks as the world’s fourth-largest paint manufacturer by revenue, according to Forbes.
- April 16, 2026: Nippon Paint and Sherwin-Williams make an initial approach for AkzoNobel.
- April 22, 2026: AkzoNobel rejects the initial approach.
- April 29, 2026: A formal €73-per-share, all-cash joint offer is submitted.
- May 1, 2026: AkzoNobel rejects the joint bid on price, regulatory, and stakeholder grounds.
- June 2026: Nippon Paint and Sherwin-Williams end their pursuit of AkzoNobel.
- July 12, 2026: Bloomberg News first reports a fresh Nippon Paint approach.
- July 13, 2026: AkzoNobel confirms multiple €7.5 billion Decorative Paints offers; rejects them as too low.
- August 5, 2026: AkzoNobel and Axalta shareholders vote on the merger of equals.
The Axalta Deal That Goes to a Vote
While Nippon Paint circles, the Axalta merger moves toward a finish line. AkzoNobel on Monday published the agenda for an extraordinary general meeting in Amsterdam on August 5, 2026, at 15:00 CEST, in the August 5 EGM announcement. Axalta has scheduled its own stockholder vote for the same day.
The merger would combine AkzoNobel’s Amsterdam base and consumer-heavy portfolio with Philadelphia-based Axalta’s industrial coatings strength. The two companies expect annual cost savings of $600 million once the deal closes. AkzoNobel has been filing the paperwork: the company registered the deal with the SEC on Form F-4 on May 27, 2026, amended the filing on June 18, and saw the registration statement declared effective on June 23, 2026.
The Axalta deal has now sailed past two major checkpoints that Nippon Paint’s earlier bid failed. AkzoNobel filed an SEC registration statement, declared effective in June, and set shareholder votes, all steps the joint Nippon-Sherwin-Williams proposal never reached. Greg Poux-Guillaume, AkzoNobel’s chief executive, has framed the Axalta combination as more resilient in a consumer downturn because coatings are less cyclical than decorative paints. The combined company would be listed in New York, not Amsterdam, putting AkzoNobel inside the world’s deepest capital pool for industrial issuers.
| Term | Detail |
|---|---|
| Structure | All-share merger of equals |
| AkzoNobel shareholder stake | 55% |
| Axalta shareholder stake | 45% |
| Combined annual revenue | About $17 billion |
| Combined enterprise value | About $25 billion |
| Expected annual cost savings | $600 million |
| Listing | New York Stock Exchange |
| Shareholder vote | August 5, 2026 |
| Targeted completion | End of 2026 or early 2027 |
Why Paint Giants Are Combining Now
Paint makers are pursuing mergers to save money amid rising costs, intense competition, and uncertainty sparked by U.S. President Donald Trump’s tariffs on imported goods. That is the framing Reuters has put on the global coatings sector in 2026. Industry players face thinner margins, raw-material volatility, and slower decorative-paints growth in mature markets.
- $8.55 billion: the price tag on Nippon Paint’s July 13 offer for AkzoNobel’s decorative paints unit.
- 39%: the premium the May joint bid of €73 per share offered over AkzoNobel’s last undisturbed closing price of €52.52.
- $600 million: the annual cost savings AkzoNobel and Axalta expect from their merger of equals.
- 2.5%: the drop in Nippon Paint’s Tokyo-listed shares on Monday afternoon after the offer became public.
The AkzoNobel-Axalta combination is the year’s clearest play on those pressures. Cost synergies come from shared procurement, manufacturing footprint, and back-office consolidation, areas where a $17 billion revenue base gives the merged group real leverage. Nippon Paint’s solo re-entry suggests it sees a second window in the same trade. AkzoNobel board’s response, that the price “significantly undervalues” the unit, signals the Dutch company is not yet ready to negotiate, even informally. The Aug. 5 vote will close one path or keep both sides in their corners.
What Comes Next
The Aug. 5 shareholder votes are the next scheduled milestone. If AkzoNobel and Axalta holders approve the merger of equals, Nippon Paint’s “Alternative Proposal” loses its leverage by year-end. If either side votes the deal down, the Decorative Paints unit becomes fair game again.
AkzoNobel has signaled it intends to keep its options narrow for now. The company noted Monday’s release is “for informational purposes only” and pointed shareholders to the August 5 vote. Nippon Paint, for its part, told investors Monday that no decisions have been made on its end. Bloomberg has reported that Nippon Paint made multiple offers in the last month, none of which AkzoNobel shareholders were told about.
Both companies can still walk away from the Axalta deal if regulators block it, financing collapses, or shareholders reject it. Nippon Paint, the world’s fourth-largest paint maker, can keep raising its price for Decorative Paints and wait. For now, the Dutch paint giant’s Aug. 5 vote is the only door that matters.
Frequently Asked Questions
What exactly did Nippon Paint offer for AkzoNobel?
Nippon Paint offered €7.5 billion ($8.55 billion) for AkzoNobel’s Decorative Paints business, the unit that includes the Dulux brand. The price is on a cash-free and debt-free basis. Nippon Paint said on Monday that “no specific matters regarding the acquisition have been decided.”
Why did AkzoNobel turn down the offer?
AkzoNobel said the price “significantly undervalues” its Decorative Paints business. The Dutch company added that its merger agreement with Axalta classifies the Nippon Paint approach as an “Alternative Proposal” and restricts AkzoNobel from engaging with Nippon Paint at all.
When will shareholders vote on the AkzoNobel-Axalta merger?
AkzoNobel scheduled an extraordinary general meeting in Amsterdam on August 5, 2026, at 15:00 CEST. Axalta’s stockholder vote is set for the same day. Completion is targeted for the end of 2026 or the start of 2027.
What is Nippon Paint’s next move?
Nippon Paint said on Monday that no decisions have been made. The company made multiple offers in the past month, none of which AkzoNobel disclosed to shareholders, according to Bloomberg News.
