# Axalta Coating Systems Ltd. (AXTA) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_a504a3bc8c72ea40d838 · retrieved 2026-08-11T15:54:06.149Z

## Overview
Axalta Coating Systems Ltd. manufactures paints, varnishes, lacquers, enamels, and allied coating products.

Axalta Coating Systems Ltd. and Akzo Nobel N.V. announced that shareholders of both companies have overwhelmingly approved a proposed merger of equals transaction. The merger is expected to close in late 2026 to early 2027, subject to receipt of required regulatory approvals and other customary closing conditions. The combined company will create a premier global coatings company with broader capabilities, greater scale, and world-class innovation.

## Terms
- Counterparty: Akzo Nobel N.V. · Consideration: stock · Stake: 45% · Price/share: $0.6539

## Key dates
- Announced 2026-02-10 · Record 2026-06-11 · Vote 2026-08-05 · Expected close 2027-01-31

## Timeline
- 2026-02-10 · 425 (0001193125-26-044888): 425 - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. manufactures paints, varnishes, lacquers, enamels and allied products.* In November 2025, Axalta Coating Systems Ltd. entered into a definitive agreement to combine in an all-stock merger of equals with AkzoNobel, creating a premier global coatings company. The merger will combine two highly complementary portfolios, increasing global scale and positioning the new company for improved profitability, sizable synergy opportunities, and substantial long-term value creation. The transaction remains subject to shareholder and regulatory approvals and other customary closing conditions, with an expected close in late 2026 or early 2027.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-044888.txt
- 2026-02-10 · 425 (0001193125-26-044884): 425 - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. is a global coatings company with leading positions across seven key end-markets including decorative, industrial, mobility, powder, aerospace, marine and protective coatings, operating approximately 100 globally recognized brands.* Axalta Coating Systems Ltd. and Akzo Nobel N.V. announced a proposed merger of equals transaction. The combined company is expected to achieve approximately $600 million in cost synergies, which are anticipated to drive significant earnings per share accretion for Axalta shareholders. The transaction is expected to result in a NYSE-only listing with enhanced liquidity and a combined company with leading positions across seven key end-markets and approximately 100 globally recognized brands.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-044884.txt
- 2026-02-10 · 425 (0001193125-26-044972): 425 - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. manufactures and sells coatings for mobility, refinish, and industrial applications across four business segments: Performance Coatings (Refinish and Industrial) and Mobility Coatings (Light Vehicle and Commercial Vehicle).* Axalta Coating Systems Ltd. announced in November 2025 a proposed merger of equals with Akzo Nobel N.V. The combined company is expected to create a global Performance Coatings leader with significant scale, end-market diversification, and free cash flow generation, with EBITDA margins approaching 20% and an investment-grade credit rating. The companies have identified $600 million in synergy potential. The combined company will be listed on the New York Stock Exchange, with an initial period of dual listing before consolidating to NYSE-only listing.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-044972.txt
- 2026-02-11 · 425 (0001193125-26-046855): 425 - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. is a leading global coatings company providing innovative coatings solutions for light vehicles, commercial vehicles, refinish applications, electric motors, building facades, and other industrial applications, with more than 150 years of experience serving over 100,000 customers in over 140 countries.* Axalta Coating Systems Ltd. announced in November 2025 that it had entered into a definitive agreement to combine in an all-stock merger of equals with AkzoNobel N.V., creating a premier global coatings company with combined net sales of approximately $17 billion (2024). The transaction is structured as an all-stock merger combining two highly complementary portfolios to increase global scale and position the combined company for improved profitability, with sizable synergy opportunities (approximately $600 million in expected cost synergies) and substantial long-term value creation. The merger is expected to close in late 2026 or early 2027, subject to approval by shareholders of both Axalta and AkzoNobel, regulatory approvals, and other customary closing conditions. AkzoNobel will file a registration statement on Form F-4 with the SEC, which will include a proxy statement/prospectus for Axalta shareholders.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-046855.txt
- 2026-07-23 · 8-K (0001193125-26-313418): 8-K - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. is a global leader in the coatings industry, providing innovative coatings solutions for light vehicles, commercial vehicles, refinish applications, electric motors, building facades and other industrial applications.* Axalta Coating Systems Ltd. and Akzo Nobel N.V. amended their pending merger agreement on July 23, 2026, modifying governance arrangements for the combined company. The Second Amendment to Merger Agreement provides for annual re-election of all directors following the initial three-year period after completion of the mergers (previously contemplated as five years), and establishes a revised approval threshold of two-thirds of non-executive directors (previously 75%) for key governance matters during the initial three-year period, including director appointments and dismissals, CEO/Deputy CEO/CFO appointment and removal, designation of Chair and Vice Chair titles, and amendments to the remuneration policy.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-313418.txt
- 2026-07-23 · 425 (0001193125-26-313419): 425 - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. is a global leader in the coatings industry, providing innovative coatings solutions for light vehicles, commercial vehicles, refinish applications, electric motors, building facades and other industrial applications.* Axalta Coating Systems Ltd. and Akzo Nobel N.V. entered into Amendment No. 2 to their Merger Agreement on July 23, 2026, modifying governance arrangements for the combined company following completion of their pending all-share merger. The amendment provides for annual re-election of all directors following the initial three-year period after completion (previously contemplated as five years), and establishes a revised approval threshold of two-thirds of non-executive directors (previously 75%) during the initial three-year period for director appointments and dismissals, CEO/Deputy CEO/CFO appointments and removals, Chair and Vice Chair designations, and remuneration policy amendments.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-313419.txt
- 2026-07-28 · 425 (0001193125-26-321265): 425 - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. manufactures and supplies paints, varnishes, lacquers, enamels, and allied coating products.* Axalta Coating Systems Ltd. and Akzo Nobel N.V. announced a proposed merger of equals on November 18, 2025. The transaction is expected to close in late 2026 or early 2027, contingent upon regulatory approvals. Shareholder votes are scheduled for August 5, 2026 (Axalta SGM and AkzoNobel EGM). The combined company has identified approximately $600 million in pre-tax run-rate cost synergies, with ~90% expected to be captured within the first three years post-close. The transaction targets 100–200 basis points of revenue synergy uplift above industry levels. Post-close, the combined entity is expected to be listed solely on NYSE after approximately 12 months of dual listing.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-321265.txt
- 2026-07-28 · 425 (0001193125-26-321270): 425 - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. manufactures paints, varnishes, lacquers, enamels and allied coating products.* Axalta Coating Systems Ltd. and Akzo Nobel N.V. are pursuing a proposed merger of equals transaction. Axalta's shareholders are scheduled to vote on the transaction at a Special General Meeting on August 5, 2026. The transaction was registered with the SEC via Form F-4 filed on May 27, 2026 (amended June 18, 2026), declared effective June 23, 2026, with a definitive proxy statement filed June 24, 2026. The combination is described as creating a premier global coatings company with significant value creation opportunities for Axalta shareholders.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-321270.txt
- 2026-07-28 · 425 (0001193125-26-321274): 425 - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. is a global coatings company serving refinish, industrial, and mobility end markets with performance coatings and specialized coating solutions.* Axalta Coating Systems Ltd. is pursuing a proposed merger of equals with Akzo Nobel N.V. A Special General Meeting of Axalta shareholders is scheduled for August 5, 2026, to vote on the transaction. The companies expect regulatory clearances to continue in parallel, with closing targeted for late 2026 or early 2027. Management expects approximately $600 million in annual run-rate cost synergies, with roughly 90% captured within the first three years following close, plus attractive revenue synergy opportunities through cross-selling, technology sharing, and expanded customer access.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-321274.txt
- 2026-07-29 · 8-K (0001193125-26-322119): 8-K - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. is a global coatings company that manufactures and supplies paints, varnishes, lacquers, enamels and allied products for industrial and consumer applications.* Axalta Coating Systems Ltd. and Akzo Nobel N.V. amended their merger agreement on July 23, 2026 (the Second Amendment), following prior amendments on May 27, 2026 and joinder agreements on July 13, 2026. Under the amended structure, AkzoNobel Sub (Eagles MergeCo Ltd) will merge with Axalta, with Axalta as the surviving company, and then Axalta will merge with AkzoNobel Sub 2 (Eagles Holding Ltd), with AkzoNobel Sub 2 as the surviving company. Axalta shareholders are scheduled to vote on the merger proposal at a special meeting on August 5, 2026 at 9:00 a.m. Eastern Time via the internet. The Axalta Board unanimously recommends approval of the merger agreement.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-322119.txt
- 2026-07-29 · 425 (0001193125-26-322134): 425 - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. is a manufacturer of paints, varnishes, lacquers, enamels and allied products.* Axalta Coating Systems Ltd. and Akzo Nobel N.V. amended their merger agreement on July 23, 2026 (the "Second Amendment"), modifying certain governance arrangements. Under the merger structure, AkzoNobel Sub (Eagles MergeCo Ltd) will merge with and into Axalta, with Axalta as the surviving company, and then Axalta will merge with and into AkzoNobel Sub 2 (Eagles Holding Ltd), with AkzoNobel Sub 2 as the surviving company. The merger agreement, originally dated November 18, 2025, was previously amended on May 27, 2026, and supplemented by joinder agreements dated July 13, 2026. Axalta shareholders are scheduled to vote on the merger proposal at a special meeting on August 5, 2026 at 9:00 a.m. Eastern Time. The Axalta Board unanimously recommends approval of the merger agreement.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-322134.txt
- 2026-08-05 · 425 (0000950103-26-011930): 425 - Axalta Coating Systems Ltd. — *Akzo Nobel N.V. is a paints and coatings company with a portfolio of brands including Dulux, International, Sikkens and Interpon, active in more than 150 countries.* Shareholders of Akzo Nobel N.V. voted in favor of an all-share merger with Axalta Coating Systems Ltd. at an Extraordinary General Meeting on August 5, 2026, with Axalta shareholders also approving the transaction at their Special General Meeting on the same date. The merger is expected to be finalized at the end of 2026 or the beginning of 2027, subject to receipt of required regulatory approvals and other customary closing conditions. Greg Poux-Guillaume, AkzoNobel's CEO, will serve as CEO of the combined company, and Ben Noteboom, Chair of AkzoNobel's Supervisory Board, will serve as Vice-Chair of the combined company.
  https://www.sec.gov/Archives/edgar/data/1616862/0000950103-26-011930.txt
- 2026-08-05 · 8-K (0001193125-26-335470): 8-K - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. is a global leader in the coatings industry, providing innovative coatings solutions for light vehicles, commercial vehicles, refinish applications, electric motors, building facades and other industrial applications.* On August 5, 2026, Axalta Coating Systems Ltd. held a special general meeting where shareholders voted to approve an all-stock merger of equals with Akzo Nobel N.V. The Merger Agreement was originally dated November 18, 2025, and was amended on May 27, 2026 and July 23, 2026. Axalta shareholders approved the merger with 178,601,654 votes in favor (83.45% of shares entitled to vote), 55,032 votes against, and 392,403 abstentions. AkzoNobel shareholders also approved the merger at their Extraordinary General Meeting held the same day. Completion of the merger remains subject to receipt of required regulatory approvals and other customary closing conditions, with the companies expecting the merger to be completed in late 2026 to early 2027.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-335470.txt
- 2026-08-05 · 425 (0001193125-26-335478): 425 - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. manufactures paints, varnishes, lacquers, enamels and allied products.* Axalta Coating Systems Ltd. and Akzo Nobel N.V. announced a proposed merger of equals transaction. Axalta filed a definitive proxy statement on June 24, 2026, and commenced mailing to shareholders of record as of June 11, 2026. Akzo Nobel filed a registration statement on Form F-4 on May 27, 2026 (amended June 18, 2026), which was declared effective by the SEC on June 23, 2026. The registration statement included a proxy statement/prospectus with respect to shares to be offered by Akzo Nobel in the proposed transaction.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-335478.txt
- 2026-08-05 · 425 (0001193125-26-335489): 425 - Axalta Coating Systems Ltd. — *Axalta Coating Systems Ltd. manufactures paints, varnishes, lacquers, enamels, and allied coating products.* Axalta Coating Systems Ltd. and Akzo Nobel N.V. announced that shareholders of both companies have overwhelmingly approved a proposed merger of equals transaction. The merger is expected to close in late 2026 to early 2027, subject to receipt of required regulatory approvals and other customary closing conditions. The combined company will create a premier global coatings company with broader capabilities, greater scale, and world-class innovation.
  https://www.sec.gov/Archives/edgar/data/1616862/0001193125-26-335489.txt

## Citations
- 0001193125-26-044888 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526044888
- 0001193125-26-044884 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526044884
- 0001193125-26-044972 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526044972
- 0001193125-26-046855 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526046855
- 0001193125-26-313418 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526313418
- 0001193125-26-313419 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526313419
- 0001193125-26-321265 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526321265
- 0001193125-26-321270 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526321270
- 0001193125-26-321274 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526321274
- 0001193125-26-322119 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526322119
- 0001193125-26-322134 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526322134
- 0000950103-26-011930 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000095010326011930
- 0001193125-26-335470 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526335470
- 0001193125-26-335478 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526335478
- 0001193125-26-335489 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526335489