Axalta and AkzoNobel shareholders ‘overwhelmingly’ approved merger of equals

Axalta Coating Systems and AkzoNobel shareholders “overwhelmingly” voted today to approve a previously announced all-stock merger of equals of the companies, according to separate press releases from the companies.

Axalta shareholders approved the merger at its Special General Meeting of shareholders held today. AkzoNobel shareholders approved the merger at its Extraordinary General Meeting (EGM), also held today.

“We appreciate the strong support we have received for our merger of equals with AkzoNobel, and we are excited about the opportunity to deliver significant value to shareholders, customers and employees,” said Chris Villavarayan, Axalta CEO, in Axalta’s press release. “Building on our record second quarter, we are excited to embark on our next phase with real momentum in the business. Our teams are working diligently to advance integration planning and remain focused on bringing together two highly complementary businesses to capture the full value of this combination from day one.”

Completion of the merger remains subject to receipt of required regulatory approvals and other customary closing conditions, the release states. Subject to the satisfaction of those conditions, the companies continue to expect the merger to be completed in late 2026 to early 2027.

“Today’s approval marks an important milestone toward creating a premier global coatings company,” said Rakesh Sachdev, Axalta Board of Directors chair, in the release. “The resounding support reaffirms our conviction that combining Axalta and AkzoNobel will create a differentiated industry leader with broad capabilities, world-class innovation and an even stronger platform for growth and value creation. I look forward to working with our combined team to deliver on the promise of this combination.”

The final voting results, as certified by an independent inspector of election, will be filed as a Form 8-K with the U.S. Securities and Exchange Commission (SEC).

In its press release, AkzoNobel states that the resolutions adopted at the EGM include approval of the merger, amendment of the Articles of Association, authorization to issue shares in connection with the merger, the proposed appointments to the Board of Directors, and the proposed remuneration policy.

“At the same time, Axalta held its Special General Meeting, where shareholders voted in favor of the merger,” the release states. “With the required approvals having been obtained at both meetings, the merger can now move to the next phase.”

According to the release, AkzoNobel CEO Greg Poux-Guillaume, who will serve as CEO of the combined company, said: “Today’s vote represents a significant milestone towards bringing together two highly complementary businesses. It gives us a clear mandate to realize our vision of a stronger, more innovative global coatings leader which will deliver outstanding long-term value for customers, employees and shareholders.”

Ben Noteboom, AkzoNobel’s Supervisory Board chair, who will serve as vice-chair of the combined company, added: “We’re delighted that shareholders have backed our ambitious growth plans and share our vision for what the two companies can achieve together. We can now move into the final phase of the merger process with confidence and begin to unlock the value of our full combined potential. We also thank our shareholders, employees, customers and other stakeholders for their continued support.”

More information about the merger and approved resolutions is available at akzonobel.com/en/merger-information. An overview of the voting results will also be published on the site, according to the release.

A special proxy statement from Axalta states that if the transaction is completed, each issued common share of Axalta, par value of $1.00 per share, “other than shares that are owned by Axalta as treasury shares and shares owned by AkzoNobel or any direct or indirect subidiary of AkzoNobel, will be automatically convered int o the right to recieve 0.6539 of a duly authorized, validly issued and fully paid common share of AkzoNobel, par value €0.50 per share.”

It adds that the value of the merger will fluctuate with the market value of AkzoNobel ordinary shares until the transaction is completed.

Axalta also published a July 29 supplement that defines and/or updates frequently used terms, and includes information about two lawsuits filed in connection with the merger.

“Following the filing of the Definitive Proxy Statement with the SEC, two complaints (the ‘Actions’) have been filed by purported shareholders of Axalta against Axalta and members of Axalta’s Board of Directors (the ‘Board’),” the supplement states. “The Actions are (i) James O’Connor v. Axalta Coating Systems Ltd. et al., Index No. 654151/2026 (July 14, 2026), filed in the Supreme Court of the State of New York for the County of New York and (ii) Morgan Smith v. Axalta Coating Systems Ltd. et al., Index No. 654202/2026 (July 16, 2026), filed in the Supreme Court of the State of New York for the County of New York.

“The Actions allege, among other things, that the Definitive Proxy Statement is materially incomplete and misleading, and assert claims for negligence and negligent misrepresentation and concealment under New York common law against Axalta and the members of the Board and oppression under the Companies Act of 1981 (of Bermuda) against the members of the Board. Each Action seeks, among other things, an injunction enjoining consummation of the Mergers until such time as the defendants make corrective and complete disclosures, damages, an award of attorneys’ fees, experts’ fees and expenses and granting such other relief as the court may deem just and proper. In addition, since the filing of the Preliminary Proxy Statement, Axalta has also received certain demand letters (collectively, the “Letters”) from purported Axalta shareholders alleging, among other things, that the disclosures contained in the Definitive Proxy Statement are deficient and demanding that certain corrective disclosures be made. If additional similar demand letters are received or if additional complaints are filed, absent new or different allegations that are material, Axalta may choose not to announce such additional filings.”

Axalta adds in the supplement regarding the allegations within the lawsuits that it believes the claims and letters are “without merit, that the Definitive Proxy Statement complies with applicable law and that no further disclosure is required under applicable laws.”

However, Axalta adds that “to moot the purported shareholders’ disclosure claims, avoid nuisance, possible expense and delay, and to provide additional information to Axalta’s shareholders, and without admitting any liability or wrongdoing,” it voluntarily added supplemental disclosures related to the litigation to the Definitive Proxy Statement.

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