Transaction Overview - AkzoNobel and Axalta will combine in an all-stock merger, with Axalta shareholders receiving 0.6539 shares of AkzoNobel for each Axalta share[31] - AkzoNobel expects to pay a special cash dividend to its shareholders equal to €2.5 billion minus regular dividends in 2026 prior to completion[31] - Pro forma ownership will be 55% AkzoNobel shareholders and 45% Axalta shareholders[31] - The transaction is expected to close in late 2026 to early 2027, pending approvals[31] Financial Highlights - The combination aims to create ~$600 million in cost and operational synergies[28] - The combined company's 2024A revenue is $16.9 billion, with $11.6 billion from AkzoNobel and $5.3 billion from Axalta[44, 67] - The combined adjusted EBITDA for 2024A is $3.3 billion, including synergies, with a margin of approximately 19.5%[67] - Adjusted Free Cash Flow is projected at $1.5 billion, including synergies[67] Strategic Benefits - The merger creates a top-tier portfolio with leading positions in key end-markets and globally recognized brands[28] - The combined company will have extensive scale, bringing global capabilities to local customers[28] - The combined R&D investment is approximately $400 million annually, representing about 2.5% of sales[52] - The combined company will have a balanced geographical revenue split, with 43% from EMEA, 24% from APAC, 23% from North America, and 10% from Latin America[48]