Akzo Pushes Back Against Third PPG Bid

Akzo Nobel continues to fight to retain its corporate independence, rejecting a third bid from US coatings rival PPG at the beginning of the week just as an activist shareholder put more pressure on its management to sit down at the bargaining table. M&A observers around the globe are now watching with keen interest to see how the drama will play out.

The bid just rejected was what PPG said in late April was its final friendly bid,” amounting to €96.75 per ordinary share, including dividend, and valuing the Dutch player at €26.9 billion including assumed net debt and minority interests.

AkzoNobel CEO Ton Büchner repeated earlier statements that the latest offer undervalues the company and demonstrates a lack of cultural understanding.

In a statement, PPG said it was disappointed that its rival “has once again refused to enter into a negotiation regarding a combination of the two companies, ignoring the best interests of its stakeholders, including long-term shareholders who overwhelmingly support engagement.”

The US coatings giant said its management met with Akzo’s management on May 6 but the meeting lasted less than 90 minutes, and the Dutch board representatives “stated up front that they did not have the intent nor the authority to negotiate.”

PPG stressed that it “continues to believe its proposal is vastly superior in shareholder value creation and provides more certainty to employees and pensioners” than the Amsterdam-based company’s recently announced plan to spin off its specialty chemicals business.

The failure of the Amsterdam-based company to engage with PPG and discuss PPG’s proposal “reflects a continued lack of proper governance,“ the Pittsburgh-based comapny remarked.

PPG has threatened to take the offer directly to Akzo Nobel shareholders. Its CEO, Michael McGarry – backed by the company’s lead independent director, Monsanto CEO Hugh Grant – said a hostile takeover could be launched if Akzo does not agree to negotiate by June 1.

Opening a hostile front of its own, activist investor Elliott Advisers has petitioned a Dutch court to support its call to remove supervisory board chairman, Antony Burgmans after Akzo management rejected the fund’s calls for an extraordinary general meeting to oust him. The Dutch coatings manufacturer said Burgmans has “played a crucial role in evaluating and rejecting the bid,” and moreover it does not see how his dismissal would benefit its shareholders.

News agency reports said the Enterprise Chamber of the central Amsterdam court could call a hearing as early as May 18, or earlier if the matter is declared urgent. Legal experts have pointed out that the Chamber tends to rule against activist shareholders as long as the board acted in the corporate interest.

Around 33% of shareholders at Akzo's annual general meeting on Apr. 25 voted against authorizing management to issue new shares.  Analysts told the news agency Reuters this could be some indication of the level of opposition among the company’s shareholder base, 93% of which is based outside the Netherlands.