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Schering-Plough to Acquire Organon BioSciences of Akzo Nobel

  Akzo release    Shering release

 

2004/8/2 Akzo Nobel

Akzo Nobel completes two Chemicals divestments
http://www.akzonobel.com/news/news_detail.asp?id=JIFdoYqA0QA%3D&lan=English

As expected Akzo Nobel has completed the sale of its Catalysts and Phosphorus Chemicals businesses for a total of some EUR 850 million, free of cash and debt and prior to final closing adjustments for working capital.


2004/8/2 Albemarle 

Albemarle Completes Akzo Nobel Refinery Catalysts Acquisition
http://www.albemarle.com/e-news/e-newsfrm.htm

Albemarle Corporation has completed the acquisition of the catalyst business of Akzo Nobel N.V. With this acquisition, Albemarle becomes one of the world's largest producers of hydro processing catalysts (HPC) and fluidized catalytic cracking (FCC) catalysts used in the petroleum refining industry. Including joint ventures and Albemarle's current polyolefin catalyst business, the new Catalyst segment is expected to generate sales of roughly $680 million on an annual basis.


Albemarle Corporation, headquartered in Richmond, Virginia, is a leading producer of specialty chemicals for consumer electronics; transportation and industrial products; pharmaceuticals; agricultural products; construction and packaging materials. The company's three business segments, Polymer Additives, Catalysts and Fine Chemicals (which includes custom manufacturing services for the life sciences market) serve customers in more than 100 countries, generating annual revenue of approximately $1.75 billion. Learn more about Albemarle at http://www.albemarle.com.


2004/4/19 Akzo Nobel

Albemarle Corporation offers EUR 625 million for refinery Catalysts business
http://www.akzonobel.com/news/news_detail.asp?id=zZ7tgu8gV2M%3D&lan=English

Akzo Nobel has received an offer from Albemarle Corporation for the sale of its refinery Catalysts business for EUR 625 million, free of cash and debt. Akzo Nobel announced its intention to divest this business in September 2003 in order to create more room to maneuver for the Company. Closing of the transaction is expected to be in the second quarter of 2004. The deal involves all assets and all current employees of the business, including shares in joint venture companies. Employee representative bodies and unions have been informed and consultation procedures will commence shortly, where applicable. The required regulatory approvals will be sought as and when appropriate.

Production sites for FCC and HPC catalysts are in Amsterdam (The Netherlands) and Pasadena (Texas, United States). Chemical Processing Catalysts (CPC) are produced in Amsterdam. The BU has 50% owned, non consolidated joint ventures in Brazil (FCC SA,) France (Eurecat, with affiliates in the U.S., Saudi Arabia and Italy) and Japan (Nippon Ketjen).


2004/4/26 Akzo Nobel

Ripplewood Holdings L.L.C. offers EUR 230 million for Akzo Nobel Phosphorus Chemicals business
http://www.akzonobel.com/news/news_detail.asp?id=xta91WwxBdQ%3D&lan=English

Akzo Nobel has received an offer from Ripplewood Holdings L.L.C. for the sale of its Phosphorus Chemicals business for EUR 230 million free of cash and debt. The intention to divest this business was announced in September 2003, with the purpose of creating more financial room to maneuver for the Company. Closing of the transaction is expected to be completed in the second quarter of 2004. The deal involves all assets and all current employees of the business. Employee representative bodies and unions have been informed and consultation procedures will commence shortly, where applicable. The required regulatory approvals will be sought as and when appropriate.


Ian Snow, a Managing Director of Ripplewood, said: "We are very pleased with the acquisition of Akzo Nobel's Phosphorus Chemicals business. This transaction will be our second in the specialty chemicals sector, following
our exit late last year from a successful investment in KRATON Polymers, which was purchased in 2001 from Royal Dutch Shell. We look forward to achieving similar success with this business."


October 13, 2005 Akzo Nobel

Akzo Nobel expands chemicals activities in China

Akzo Nobel is ramping up its Chemicals activities in China by investing approximately EUR 15 million in two new production facilities. In addition to building a new polysulfides plant in Taixing, the company will construct a new paper chemicals site in Guangzhou, two projects which emphasize the business
ambitious growth plans for the region.


Akzo Nobel already commands a strong position in the global
polysulfides market and the new plantwhich will be built at the companys existing Functional Chemicals site in Taixing 江蘇省泰興ーwill have an annual production capacity of 10,000 tons.

Over in Guangzhou, the new
Pulp and Paper Chemicals facilityoperated by the companys Eka Chemicals businesswill be built close to two major customers and will produce sizing agents.


2006/1/26 Akzo Nobel

Akzo Nobel Makes Progress With Chemicals Divestments
http://www.akzonobel.com/com/News/News.htm

Akzo Nobel has made major progress with its Chemicals divestment program. Two deals have been agreed as part of the strategic realignment of the portfolio, while a decision has been made to close part of a third business.

The first transaction concerns a EUR 24 million agreement for oleochemicals which will see Akzo Nobel divest the 65 percent majority interest in its Malaysian oleochemicals joint ventures to JV partner Lam Soon Group. The companys other oleochemicals operation, located in Emmerich, Germany, is not involved in the transaction, but with a number of parties interested - including Lam Soon Group - progress is being made on the sale.



The company has also signed an agreement to divest its Electro Magnetic Compatibility (EMC) business to ETL Semko K.K., part of UK company Intertek Group plc. Currently operated on a stand-alone basis, the business is the market leader in the Japanese commercial laboratory EMC market.



The sale of Akzo Nobels MACC activities will now involve only two sites following a decision to close the MACC plant at Delfzijl in the Netherlands in April. The decision to close this plant was prompted by the facilitys poor financial results and its weak prospects for the future. We have reached this conclusion with difficulty after exhaustive attempts to turn around or sell this part of the business during the past two years,explained Darner.


November 28, 2006

Akzo Nobel opens new paper chemical plant in China

Akzo Nobels Pulp and Paper Chemicals business, Eka Chemicals, has doubled its presence in China following the official opening of a new site in Guangzhou. *  Eka Chemicals (Guangzhou) Co Ltd

The facility - which will produce high quality paper chemicals for the rapidly expanding Chinese paper industry - is not only a key investment in one of the companys main growth platforms for Chemicals, but also represents the latest milestone in Akzo Nobels growth strategy for China.

Growth in emerging markets is fundamental to our strategic plan,explained Leif Darner, the Akzo Nobel Board member responsible for Chemicals. This investment in one of our core activities forms part of the overall growth plan for the Pulp & Paper Chemicals business, which already operates a Chinese facility in Suzhou. *Eka Chemicals (Suzhou) Co. Ltd. (Suzhou Industrial Park Jiangsu

Akzo Nobels Pulp and Paper Chemicals business is known in the market as Eka Chemicals and is the world's leading company within the area of bleaching chemicals.
Eka Chemicals and is the world's leading company within the area of bleaching chemicals.

The most important products are sodium chlorate and hydrogen peroxide, which are produced in Europe and the Americas. Eka also has the ability to take total responsibility for running customerschlorine dioxide plants.

As well as providing chemicals for environmentally compatible pulp bleaching, Eka also supplies process systems and integrated services for the pulp and paper industry, with the emphasis on performance chemicals that actually improve the properties of paper.

 


2007/3/12 Akzo Nobel

Akzo Nobel announces intended sale of Organon BioSciences to Schering-Plough

Akzo Nobel is pleased to announce that on March 11, 2007, it received an offer for the purchase of its wholly owned subsidiary Organon BioSciences N.V. (OBS) from Schering-Plough for EUR 11 billion in cash. As a result, Akzo Nobel will no longer be proceeding with the partial IPO of OBS on Euronext Amsterdam.

Akzo Nobel aims to continue to
grow in the most attractive areas of its coatings and chemicals portfolios through investments and acquisitions, based on a disciplined and value- driven approach to earnings and returns over cost of capital. Consistent with the companys stated objectives, the proceeds of this sale provide room to deliver on its growth ambitions and to reduce Akzo Nobels pension and other liabilities.

Additionally, Akzo Nobel intends to embark on a share buy-back program at the closing of this sale of up to 10% of issued share capital which equates to approximately EUR 1.3 billion, based on Friday
s closing share price of 46.41, as authorized by shareholders at the April 2006 annual shareholders meeting. The company continues to evaluate further tax efficient options of returning cash to shareholders and the optimizing of its capital structure, consistent with its growth strategy.


Akzo Nobel 2007/6/14                Akzo Nobel の中国の活動

Akzo Nobel Sets USD 2 Billion Revenues Target in China

Akzo Nobel CEO Hans Wijers has announced
new strategic targets for China which outline the companys ambition to achieve revenues totaling USD 2 billion by 2012.

Rapid expansion in recent years has seen the company significantly increase both its presence and its sales in China, and the chairman - who expects
20 percent of revenues to originate from the Asia Pacific region by 2012 - is confident that this accelerated growth momentum will gain further impetus as the investment continues.

The Board of Management is currently in China, a visit which coincides with the opening of two new plants -
a Decorative Coatings facility in Langfang and a Functional Chemicals site producing polysulfides in Taixing - and the chairman added that while Akzo Nobel is actively pursuing leading positions in all its global markets, no hasty decisions will be made regarding acquisitions.


The last few years have seen significant Akzo Nobel activity in China, where the company
s 2006 revenues totaled USD 800 million. As well as recently announcing a EUR 250 million investment for a new chemicals multi-site in Ningbo, Akzo Nobel has also opened new coatings facilities in Suzhou, Langfang, Tianjin and Jiashing, bringing the total number of plants to 22 and the number of employees to almost 5,000.


January 24, 2008 Akzo Nobel

Akzo Nobel Opens Historic Plant in Dubai

Akzo Nobel Powder Coatings has opened a landmark facility in Dubai. The new factory - which strengthens the businesspresence in the important Middle East market?is the companys first manufacturing site in the United Arab Emirates.

Located in Jebel Ali, 35 kilometers south west of Dubai, the new site offers a full range of services and products, including color matching, rapid made-to-order products, and technical support.


May 9, 2008 AkzoNobel

AkzoNobel Strengthening Specialty Chemicals Portfolio

AkzoNobel is to re inforce its Specialty Chemicals portfolio by acquiring businesses in Europe and Asia. The company has signed two agreements which will strengthen both its paper and polymer chemicals activities.

The first deal involves AkzoNobels Pulp & Paper Chemicals business, Eka Chemicals, acquiring Levasil, the silica sol business of Germany's H.C. Starck Group.

Bayerは子会社H.C. Starck を投資会社の Advent International Carlyle Group に売却。

Located in Leverkusen, H.C. Starck supplies its Levasil silica sol brand as a raw material - mainly to markets in Europe - with the plant'w production capacity totaling around 30,000 tons a year.

 

Meanwhile, AkzoNobel Polymer Chemicals has agreed to purchase two organic peroxides product lines from Chinas Jiangsu QiangSheng.
Jiangsu QiangSheng
is China's largest manufacturer and supplier of organic peroxides.


October 31, 2013  AkzoNobel    

AkzoNobel agrees JV deal in Oman to boost Middle East presence

AkzoNobel has expanded its presence in the Middle East after acquiring a 50 percent stake and management control of Sadolin Paints Oman SAOC, which employs around 150 people.

The company has signed a joint venture agreement with Omar Zawawi Establishment LLC (promoter and shareholder of Sadolin Paints) which involves the manufacture and sale of decorative paints and performance coatings in Oman. Financial details were not disclosed.

"This agreement forms part of AkzoNobel’s growths plans for the Middle East," said Conrad Keijzer, the company's Executive Committee member responsible for Performance Coatings. "Bringing our decorative paints and performance coatings expertise under one roof in Oman will provide a strong platform to support our customers in this increasingly important market."

Added Peter Tomlinson, Managing Director of AkzoNobel in the Middle East, who is based at the company's regional head office in Dubai: "With governments investing more into construction, local production is becoming increasingly important. Our paints and coatings activities in Oman will now be well placed to effectively supply customers in the construction, transportation and oil and gas sectors."

Chairman of the Omzest Group, Dr. Omar Zawawi, commented: "We are delighted with this agreement, which enhances Sadolin Paints' profile in the market and provides access to leading edge technology. It also creates an organization which will offer key benefits to all stakeholders, including employees. In addition, it will open up new markets which could not have been developed by Sadolin as an independent company. We are therefore very pleased to have become part of AkzoNobel."

He added that the Omzest Group will remain a significant shareholder and will appoint three members to the joint venture's Board of Management. AkzoNobel will also make investments to support the enlarged business portfolio across the Middle East region while leveraging Sadolin's existing reputation and network.

January 19, 2016

AkzoNobel acquires full control of hydrogen peroxide joint venture

 
AkzoNobel has strengthened its position in the North American hydrogen peroxide market after acquiring the outstanding shares in EkO Peroxide LLC from joint venture partner OCI Peroxygens LLC (a subsidiary of OCI Enterprises Inc.).

Established nine years ago and headquartered at AkzoNobel's site in Columbus, Mississippi, the joint venture owned and controlled the 70,000 short tons per annum (nameplate capacity)  hydrogen peroxide manufacturing facility.

Hydrogen peroxide is a key component of AkzoNobel's bleaching chemicals product portfolio and is marketed by the company’s Pulp and Performance Chemicals business. It has essential applications in various markets, notably pulp bleaching, chemical processing and mining.

"This deal supports the strategic growth objectives for our bleaching chemicals activities. The hydrogen peroxide market in North America has improved significantly in recent years, with AkzoNobel well placed to grow the business," said Werner Fuhrmann, AkzoNobel's Executive Committee member responsible for Specialty Chemicals. "It will also enable us to strengthen our integrated platform for the production of hydrogen peroxide and sodium chlorate at the Columbus site."

Financial details of this transaction are not disclosed.

 


AkzoNobel rejects second unsolicited proposal from PPG

Proposal fails to recognise value of AkzoNobel and neglects to address significant risks and uncertainties, including extensive anti-trust concerns

AkzoNobel today announces it has rejected a second unsolicited, non-binding and conditional proposal of 20 March from PPG Industries Inc. for all of the issued and outstanding ordinary shares in the capital of AkzoNobel.

The proposal not only fails to reflect the current and future value of AkzoNobel, it also neglects to address the significant uncertainties and risks for shareholders and other stakeholders.

The Management Board and Supervisory Board of AkzoNobel, together with their financial and legal advisors, have thoroughly reviewed the second proposal taking into consideration the interests of AkzoNobel’s shareholders, customers, employees and other stakeholders.

The revised proposal represents a value of € 88.72 (adjusted for final dividend) consisting of €56.22 (adjusted for final dividend) in cash and 0.331 PPG shares, as at 20 March 2017, per AkzoNobel share.

The proposal does not address the concerns expressed by the Boards in their initial rejection of 9 March 2017

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March 09, 2017 

AkzoNobel reviewing strategic options to separate Specialty Chemicals
   AkzoNobel rejects an unsolicited indicative proposal from PPG

AkzoNobel, one of the world’s leading paints, coatings and chemicals companies announces today a review of strategic options for the separation of its Specialty Chemicals business.

The Specialty Chemicals business, which had revenues of €4.8 billion in 2016, is strongly positioned with a broad portfolio of leading technologies and chemicals which service a wide range of end-user segments including construction, industrial and consumer goods. The separation will allow the Specialty Chemicals business to continue to build and accelerate its market-leading positions across a range of market segments.


 


Specialty Chemicals business

Polymer chemistry

Curing agents for composites
Metal alkyls
Organic peroxides
Polymer additives

Ethylene and Sulfur based products

Cellulosics (EHEC and CMC)
Chelates and micronutrients
Ethanol amines
Ethylene amines
Ethylene oxide
Polysulfides
Redispersable polymer powders
Sulfur products

Bleaching and oxidizing chemicals

Bleaching services
Bleaching technology
Eka ClO2-Chlorine dioxide
Eka HP-Hydrogen peroxide
Eka SC-Sodium chlorate
Specialty oxidants

Surface chemistry products

Agro
Asphalt
Cleaning
Feed additives
Fuels and lubricants
Functional applications
Mining
Oilfield
Paints, coatings and inks
Personal care
Viscose
Water treatment
 

Salt-chlorine products

Carbon tetrachloride
Caustic soda
Caustic soda microprills
Chlorine
Chloroform
Dimethyl ether
Hydrochloric acid
Industrial salt
Iron chloride
Methyl chloride
Methylene chloride
Monochloroacetic acid (MCA)
Road salt
Salt specialties
Sodium hypochlorite

Other products

Expancel - expandable microspheres
High-purity metal organics
Kromasil
Levasil colloidal silica
Potassium chlorate
Sodium and potassium hydroxide pellets (Pure alkali)

As part of the separation, AkzoNobel will consider various alternative ownership structures for the Specialty Chemicals business including, but not limited to, the establishment of an independent listed entity‎. The ultimate structure will be determined by reference to shareholder value maximization as well as broader stakeholder considerations.

Today’s decision was brought forward following confirmation that AkzoNobel has rejected an unsolicited, non-binding and conditional proposal from PPG Industries Inc. for all of the issued and outstanding ordinary shares in the capital of AkzoNobel. PPG’s proposal substantially undervalues AkzoNobel and is not in the interest of its stakeholders, including its shareholders, customers and employees.

Ton Büchner, CEO, AkzoNobel:

“Our Specialty Chemicals business is an industry leader in many of the markets in which it operates and we are extremely proud of its heritage, performance and people. We are reviewing strategic options to separate it from the company to create focus for both Specialty Chemicals and the Decorative Paints and Performance Coatings group, allowing them to build further on their respective leadership positions.

“As stated at our full-year results announcement in February, we are now a leaner, more agile company with a solid financial and operational foundation and a focus on growth. AkzoNobel has enjoyed a record performance in recent years in terms of profitability and has made significant strategic progress, allowing us to take this decision.

“Our decision today was brought forward due to recent events. The unsolicited proposal we received from PPG substantially undervalues our company and contains serious risks and uncertainties. The proposal is not in the interest of AkzoNobel’s stakeholders, including its shareholders, customers and employees, and we have unanimously rejected it. Along with my colleagues on our Boards, our executive team and our thousands of employees, I firmly believe that AkzoNobel is best placed to unlock the value within our company ourselves.

“We understand our role in society and want to protect our ability to continue to invest in communities, research and development, innovation and sustainability in the countries in which we operate.”

AkzoNobel confirms it received an unsolicited, non-binding and conditional proposal from PPG for a public offer on all of the issued and outstanding ordinary shares in the capital of AkzoNobel at a price of €54.00 in cash and 0.3 PPG shares per AkzoNobel share, corresponding to a value of €83.00 per share as per 28 February, 2017 (cum final dividend 2016).

The Board of Management and Supervisory Board of AkzoNobel have carefully reviewed and considered the proposal by PPG, together with their financial and legal advisors. In doing so, the Boards have taken into account the long-term interests of all AkzoNobel stakeholders, including the shareholders.

The Boards have unanimously ‎concluded that the PPG proposal substantially undervalues AkzoNobel by failing to reflect the long-term value creation potential of the company. The Boards have also concluded that the equity component of the proposal has significant issues, including the high leverage of the proposed combination. They also believe the proposal carries significant‎ delivery and timing risk for shareholders, both in relation to substantial anti-trust issues, pension schemes and the achievability of proposed synergies.

‎The Board of Management and the Supervisory Board of AkzoNobel also believe the proposal is not in the interest of stakeholders including its customers and employees. The proposal would be detrimental to the societies and economies in which AkzoNobel operates, including potentially jeopardizing the company’s major contribution to communities and research & development organizations globally and its deep commitment to sustainability. The proposal is not in the interests of AkzoNobel employees and would create potential uncertainty for thousands of jobs worldwide.

AkzoNobel did not initiate nor has it encouraged or entertained any conversations with PPG on this matter.



March 9, 2017 PPG

PPG confirms proposal for AkzoNobel

PPG today confirmed that it made an attractive and comprehensive proposal to Akzo Nobel N.V.  on March 2, 2017, inviting AkzoNobel to enter into negotiations with PPG on a potential transaction to form a combined company, which AkzoNobel rejected.

PPG continues to believe there is a strong strategic rationale for the proposed transaction between PPG and AkzoNobel and will carefully evaluate and consider its position and path forward related to its proposal.

Michael McGarry, chairman and CEO of PPG, said, “PPG has long admired AkzoNobel’s businesses, global presence, culture and principles as well as its advances in innovative product development and sustainable business practices. We believe a combination of our two companies is a very compelling strategic opportunity. We are confident that this combination is in the best interests of the stakeholders of both companies as it presents a unique opportunity to build on the successful legacies of our businesses. PPG has carefully considered the interest of all AkzoNobel stakeholders including shareholders, employees, customers and the communities it serves and has proposed its willingness to enter into serious commitments in respect of all stakeholders.”

Strategically, the combination of PPG and AkzoNobel would deliver an enhanced global player in paints, coatings and specialty materials, combining complementary products, technologies and geographies, and would create a stronger competitor in a highly competitive global marketplace, offering a broader line of products and technologies cost-effectively to a more diverse customer base. Financially, the combination would create a stronger enterprise with a solid investment grade rating.

PPG envisions that the heritage of AkzoNobel’s culture and best practices will be reflected in the composition of the combined company, and in the locations where it would operate. The combination would continue the legacies of both companies, including the use of flagship brands and technologies, investment in research, development and innovation, and the companies’ longstanding commitment to being good employers and corporate citizens that operate in a sustainable and socially responsible manner.

PPG, in conjunction with its financial and legal advisors, has devoted significant time and resources to analyzing a potential combination of PPG and AkzoNobel and is confident in its ability to execute and complete the proposed transaction and to obtain all necessary regulatory approvals.

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米塗料・化学品大手のPPGインダストリーズは24日、オランダの同業大手アクゾ・ノーベルへの買収提示額の再度引き上げを発表した。負債引き受けや株式配当を含めた最新の提示総額は269億ユーロ(約3兆2000億円)。前回の提示額は負債引き受けや株式配当を含め245億ユーロだった。PPGはアクゾに今回が「最後の招待状」と通告した。

 アクゾは売上高ベースで塗料世界最大手。3月、業界2位のPPGがアクゾに買収提案を持ちかけたが、アクゾの経営陣は提示額が低すぎると拒否。PPGが同月、提示額を引き上げ再提案したが、買収の同意を得られなかった。アクゾは買収提案への対抗策として、事業分社による株主価値の向上を提案している。

 PPGの今回の提案はアクゾ1株に現金61.50ユーロとPPGの0.357株を支払うもの。両社の統合が規制当局の承認を得られなかった場合の違約金支払いや、アクゾの欧州での雇用維持など、アクゾ側が示した懸念への対応も盛り込んだ。

 ただ、アクゾはすでに筆頭株主からPPGと交渉の席に着くよう圧力を受けているという。PPGが条件を改善したことで圧力が強まることは必至。アクゾ側は決断を迫られることになりそうだ。

 

April 24, 2017 

PPG submits revised proposal to AkzoNobel to combine companies

PPG today announced that it submitted a revised proposal on April 24, 2017, for a combination with Akzo Nobel N.V. . The comprehensive proposal letter, which was provided to Messrs. Antony Burgmans, Chairman of the Supervisory Board and Ton Büchner, Chief Executive Officer and Chairman of the Board of Management, detailed PPG’s increased price of Eur 96.75 (cum dividend) per outstanding ordinary share of AkzoNobel, comprised of cash of Eur 61.50 and 0.357 shares of PPG common stock. Including the assumption of net debt and minority interests, the proposed transaction is now valued at approximately Eur 26.9 billion, or $28.8 billion.

In the letter, PPG Chairman and Chief Executive Officer Michael McGarry said, “We are extending this one last invitation to you and the AkzoNobel boards to reconsider your stance and to engage with us on creating extraordinary value and benefits for all of AkzoNobel’s stakeholders.

“Our revised proposal represents a second increase in price along with significant and highly-specific commitments that we are confident AkzoNobel’s stakeholders will find compelling. We stand ready to work with you expeditiously to complete a targeted due diligence review and to negotiate a definitive agreement for the combination.”

Key Details of PPG’s Revised Proposal Include:

PPG would acquire all of AkzoNobel’s outstanding ordinary shares (including ordinary shares represented by American depositary shares) at a value of Eur 96.75 (cum dividend), consisting of Eur 61.50 in cash and 0.357 shares of common stock of PPG per outstanding ordinary share (or for each three American depositary shares). The total value of our proposal of Eur 96.75 per share is based on PPG’s closing stock price of $105.94 and the prevailing exchange rate ($1.0726/Euro) on April 21, 2017.

PPG’s revised proposal represents:

  • An increase of Eur 6.75, or 8%, over our prior proposal on March 22, 2017, and Eur 13.75, or 17%, over our original proposal on March 2, 2017;
  • A value for the total outstanding equity of AkzoNobel of approximately Eur 24.6 billion;
  • A premium of 50% over the unaffected closing price of AkzoNobel of Eur 64.42 on March 8, 2017;
  • A premium of 42% over the unaffected 12-month median broker target price per AkzoNobel share of Eur 68.00; and
  • A premium of 24% (cum dividend) over the closing price of AkzoNobel of Eur 78.20 on April 21, 2017, including the impact of AkzoNobel’s new standalone strategy, and 26% over the calculated ex dividend price as adjusted for the payment of the proposed 2016 final dividend and 2017 enhanced regular and special dividends outlined as part of the new standalone plan. (Please refer to Annex B within the revised proposal letter for further illustration of these premiums).

PPG believes its revised proposal is vastly superior to AkzoNobel’s new standalone plan, as articulated on April 19, 2017. As evidenced by the decline in AkzoNobel’s stock price since its investor update, the capital markets have not recognized any additional value from its new standalone plan, including the enhanced regular dividend and special dividend that AkzoNobel has proposed for 2017.

One of the more notable risks of AkzoNobel’s new standalone plan is that it creates two smaller, unproven standalone companies with uncertain market valuations and substantial risks for reaching its 2020 guidance, especially given many of the annual targets that AkzoNobel has identified have not been achieved previously. AkzoNobel’s standalone plan also will require substantial restructuring; potentially decreases free cash flow, putting future and accelerated growth plans of the demerged companies at risk; and could require a regulatory review that would extend the timeline and create uncertainty.

PPG believes the long-term value creation from a combination of the two companies will be significant for shareholders of both companies, including the benefits of annual synergies of at least $750 million, which PPG has estimated based on publicly available information.

PPG’s revised proposal offers a value to AkzoNobel’s shareholders that is well in excess of AkzoNobel’s ability or track record to create value on a standalone basis, including via its revised strategy, in the near future as well as in the medium and long term.

PPG is prepared to make significant commitments to AkzoNobel’s stakeholders, as set forth in the revised proposal letter, that provide greater value and certainty than AkzoNobel’s new standalone plan.

Antitrust Commitment

PPG has performed a significant review and analysis of the expected antitrust approval risks and requirements in connection with the proposed transaction, and is confident that all required antitrust approvals can be obtained in a timely manner. In connection with obtaining such approvals, PPG is ready to commit to a mutually agreed level of divestitures as may be reasonably necessary to meet those requirements.

To provide further evidence of PPG’s confidence that the required approvals can be obtained, and even in the absence of receiving any information from AkzoNobel or working with AkzoNobel’s antitrust experts, PPG is prepared to commit to a significant reverse break-up fee.

PPG repeats its numerous offers to make available its antitrust experts to meet with AkzoNobel’s antitrust experts to share the detailed analysis that PPG has completed.

Commitment to Maintaining AkzoNobel’s Strong Ties to the Netherlands

Upon the closing of the proposed transaction, AkzoNobel’s strong ties to the Netherlands, and Europe more broadly, will be maintained. In addition to the commitments set forth in other sections of PPG’s revised proposal letter relating to, among other things, employees, pensioners, research and development, sustainability and community investment, PPG would be willing to commit to the following:

  • PPG anticipates that AkzoNobel’s current European locations will continue to play an important and meaningful role in the combined company. The combined company’s architectural/decorative coatings and specialty materials businesses would continue to be headquartered in the Netherlands and the marine and protective coatings business would continue to be based in both the U.K. and the Netherlands.
  • PPG is prepared to have a dual listing of the combined company’s shares with trading both on the NYSE and Euronext Amsterdam.
  • PPG will not relocate any of AkzoNobel’s production facilities in Europe to the U.S.
  • Local suppliers to AkzoNobel in the Netherlands and U.K. will be given a full and fair opportunity to sell to the larger, combined new company.

Employees – Critical to Long-term Success of the Combined Company

PPG strongly believes that the future of AkzoNobel’s employees in a combined company will be more secure, with many exciting opportunities for future growth, than under AkzoNobel’s new plan which includes a separation of the specialty chemicals business.

  • The combined company will continue to respect the existing rights and benefits of AkzoNobel’s employees, including under existing employment agreements, collective labor agreements and social plans, and including covenants made with the works councils and trade unions.
  • PPG is willing to commit that no AkzoNobel employee currently working in a Netherlands specialty chemicals plant will lose their job as direct result of this acquisition.
  • PPG will extend its charitable matching gifts program to all employees of the new company, including those employees in the Netherlands.
  • Any displaced PPG or legacy AkzoNobel employee will be eligible to apply for any current vacancy in the newly combined, enlarged company.
  • Existing redundancy arrangements of AkzoNobel, including the recently agreed social plan, will be respected by the post-closing combined company, unless more favorable redundancy arrangements (from an employee’s point of view) are agreed upon in connection with the integration of the two companies.
  • The mitigated large company regime (gemitigeerd structuurregime), as currently established at AkzoNobel Nederland B.V., will be maintained.
  • PPG’s revised proposal contains commitments to ensure that the combined entity continues to provide strong support for AkzoNobel’s pensions.

Enhancing the Strength of AkzoNobel’s Core Business Strategies

PPG is committed to supporting AkzoNobel’s current business strategy of delivering a “continuous improvement culture,” building “further operational excellence” and driving “organic growth and innovation.” To further these business strategies, the combined entity would:

  • Commit to developing and implementing best practices across the combined organization irrespective of the origin to the new enterprise;
  • Pursue global growth in both developed and emerging markets; and
  • Remain a valued partner to customers through continued investments in research and development, technical service and supply chain management, delivering improved sustainable product and technology solutions that efficiently and cost-effectively meet evolving needs.

Driving Innovation with Significant Commitments to Research & Development

PPG and AkzoNobel share a commitment to research and development. PPG’s investment in research and development is significant, averaging approximately 3% of its net sales and totaling nearly $5 billion invested in research and development in the past 10 years. Like AkzoNobel, PPG is committed to investing to discover and develop new products, technologies and processes that benefit our customers and the communities in which we all live and operate. To that end, PPG would commit:

  • To, for the foreseeable future, research and development spending in the Netherlands and the U.K. of the amount at least equal to AkzoNobel’s current research and development spending in the Netherlands and the U.K.
  • To maintain AkzoNobel’s existing partnerships with universities in the Netherlands, which PPG recognizes can be vital to the community as well as to the innovation of the company.
  • That it will not reduce the current research and development capital related spending commitments related to the Felling, U.K., facility.
  • That AkzoNobel’s research and development center in China will become the center for research and development in China of the combined company.
  • To continue any current AkzoNobel commitments to the Netherlands government in regards to renewable energy purchases.

Other Compelling Commitments Regarding Specific Stakeholder Interests

In addition to the commitments set out above, the revised proposal letter contains various other commitments that provide comfort and certainty to AkzoNobel’s stakeholders, including but not limited to those listed below.

  • The combined company, and hence AkzoNobel, will remain prudently financed to safeguard business continuity and to support the success of the business. PPG is confident that the combination would maintain a solid investment grade rating.
  • The combined company will emphasize many of AkzoNobel’s brands going forward, including, among others, the world recognized Dulux, Sikkens and International Paint brands.
  • PPG and AkzoNobel share a commitment to sustainability and corporate social responsibility, and the best practices of each will be applied to the combined company.

PPG expects that AkzoNobel and its stakeholders appreciate the time and effort that PPG has put into preparing its revised proposal. PPG expects that AkzoNobel will carefully and objectively consider that proposal, the will of AkzoNobel’s shareholders and the Boards’ governance obligations, and engage with PPG for a thorough and fulsome review of the revised proposal. Each of the commitments PPG describes would be better informed, and potentially improved, through engagement with AkzoNobel leadership, and PPG is confident that it can address any additional specific concerns.

Path Forward

PPG remains ready to move swiftly and is in a position to complete a confirmatory due diligence simultaneously with the negotiation of a merger agreement with a view to come to a recommended transaction within a short period of time. PPG expects such merger agreement to be customary for transactions of this nature, in particular with respect to non-financial covenants relating to employees, integration, governance, strategy and post-closing restructurings. No agreement has been reached and there can be no assurances that any transaction will result from this proposal

PPG has submitted a proposal to the Boards of AkzoNobel to achieve the combination of their respective businesses by way of a public offer for all issued and outstanding ordinary shares of AkzoNobel. The offer will be subject to pre-offer and offer conditions customary for transactions of this nature, including but not limited to a minimum acceptance level, required regulatory clearances having been obtained, PPG’s shareholders having approved the issuance of PPG common stock and no material adverse change having occurred. PPG will determine and confirm the conditions to the offer in accordance with applicable laws.

PPG remains confident in its ability to execute and complete the proposed transaction and to obtain all necessary regulatory approvals.