This article is being republished as part of our daily reproduction of WSJ.com articles that also appeared in the U.S. print edition of The Wall Street Journal (October 31, 2017).
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Akzo Nobel NV and U.S. rival Axalta Coating Systems Ltd. said Monday they are in talks to join forces in a merger of equals that would create a multibillion-dollar coating and paints giant.
The deal would involve the Dutch paint company first proceeding with its existing plan to spin off its specialty-chemicals business and distribute the bulk of the proceeds to shareholders. Akzo said that plan, which is unaffected by the Axalta talks, remains on track for April 2018.
The announcement of a potential merger of equals of Akzo's paints and coatings business with Axalta's operations confirms a Wall Street Journal article on the possible deal structure.
The combined company would have added scale to generate better pricing for raw materials, eliminate overlapping operations and gain new customers to help revive profit growth. Coatings are used to prevent corrosion and improve durability across sectors including the automotive, electronics, mining and marine industries.
Axalta cautioned that the talks might not lead to completion of a deal.
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A merger of equals typically involves companies with a similar market value. The deals are structured through a share swap and shareholders of the companies don't receive any significant premium for their stock. This type of structure would be crucial for Akzo's attempt to win support from its shareholders, some of whom have been concerned that the Amsterdam-based company could seek a large acquisition, potentially paying a sizable premium, to protect itself against an unwanted suitor.
Earlier this year, Elliott Management Corp., a well-known activist investor and one of Akzo's biggest shareholders, mounted a public-relations and legal campaign to force Akzo into unwanted sale talks with its U.S. paints rival PPG Industries Inc. The $28 billion takeover attempt ultimately failed. In August, Elliott and Akzo reached a truce over the Dutch company's alternative plan to separate its specialty-chemicals business and distribute the proceeds to shareholders to generate value for investors.
An Elliott spokeswoman declined to comment on Monday.
Currently, Akzo has a market value of about $22.6 billion, compared with Axalta's value of about $8.1 billion. That gulf in valuation precludes a merger of equals and would instead require Akzo paying a takeover premium to acquire Axalta. By selling or spinning off the specialty-chemicals business first as a condition to a deal with Axalta, Akzo's market value would likely fall more closely in line with its Philadelphia-based rival. Some analysts estimate the specialty-chemicals business could be valued at as much as $10 billion, which would no longer be reflected in Akzo's market capitalization after the spinoff.
Even with the spinoff of the specialty-chemicals business, Akzo could face difficulty getting its shareholders to support an Axalta deal because the merger would make it more expensive than it otherwise would be for a potential suitor.
On Friday, Swiss chemicals company Clariant AG and U.S.-based Huntsman Corp. ended their proposed $15 billion merger after Clariant's largest shareholder, activist investor White Tale Holdings, opposed the deal. That led some analysts to speculate that Clariant is now a prime takeover target in the consolidating chemicals sector.
That said, talks of a possible merger between Akzo and Axalta might appeal to shareholders as the companies seek ways to boost slumping profits, allowing a combined company to cut costs and potentially broaden its customer base.
For the third quarter, Akzo reported a 13% drop in adjusted operating profit, hurt in part by higher raw-material costs and sluggish demand from the marine industry. Axalta's adjusted net income fell 20% over the same period amid lower volumes in North America and higher raw-material costs.
Write to Ben Dummett at email@example.com
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October 31, 2017 02:47 ET (06:47 GMT)