Axalta Coating Systems (AXTA) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates a global coatings leader with $17B in revenue and $25B enterprise value, combining complementary portfolios and innovation platforms across key end markets and over 100 brands.

• Positions the combined entity as the #2 global coatings company, with diversified offerings in refinish, mobility, aerospace, marine, industrial, and decorative coatings.

• Expands geographic reach to over 160 countries, leveraging world-class technology, R&D, and innovation capabilities.

• Enhanced solutions and value for customers, employees, and suppliers through a comprehensive technology portfolio and global reach.

• Strategic timing enabled by aligned leadership, board support, and favorable market conditions.

Financial terms and conditions

• All-stock merger of equals; Axalta shareholders receive 0.6539 AkzoNobel shares per Axalta share, with no premium.

• AkzoNobel to pay a special cash dividend to its shareholders of €2.5B minus any 2026 regular dividends paid before completion.

• Pro forma ownership: AkzoNobel shareholders 55%, Axalta shareholders 45%.

• Combined company valued at ~$25B, listed on NYSE, domiciled in the Netherlands, with dual headquarters in Amsterdam and Philadelphia.

• Targets net leverage of 2.0x to 2.5x and maintains commitment to investment grade credit rating.

Synergies and expected cost savings

• Identified and actionable run-rate cost synergies of $600M, with 90% expected within three years post-close.

• Synergies mainly from SG&A, procurement, footprint optimization, and supply chain improvements.

• Total costs to achieve synergies also ~$600M, mainly in the first two years.

• Revenue synergies are anticipated but not included in financial models; considered potential upside.

• Synergy estimates are based on detailed, bottom-up analysis by joint teams, with high execution confidence.