Track market-moving stories before they get noisy

PHILADELPHIA, Aug. 05, 2026 (GLOBE NEWSWIRE) -- Axalta Coating Systems Ltd. (NYSE: AXTA) today announced that its shareholders overwhelmingly voted to approve its previously announced all-stock merger of equals (the “Merger”) with Akzo Nobel N.V. (“AkzoNobel”) at the Company’s Special General Meeting of Shareholders held earlier today.

AkzoNobel also held its Extraordinary General Meeting today, where AkzoNobel shareholders voted to approve the Merger.

“We appreciate the strong support we have received for our merger of equals with AkzoNobel and we are excited about the opportunity to deliver significant value to shareholders, customers and employees,” said Chris Villavarayan, Chief Executive Officer of Axalta. “Building on our record second quarter, we are excited to embark on our next phase with real momentum in the business. Our teams are working diligently to advance integration planning and remain focused on bringing together two highly complementary businesses to capture the full value of this combination from day one.”

“Today’s approval marks an important milestone toward creating a premier global coatings company,” said Rakesh Sachdev, Chair of the Axalta Board of Directors. “The resounding support reaffirms our conviction that combining Axalta and AkzoNobel will create a differentiated industry leader with broad capabilities, world-class innovation and an even stronger platform for growth and value creation. I look forward to working with our combined team to deliver on the promise of this combination.”

Completion of the Merger remains subject to receipt of required regulatory approvals and other customary closing conditions. Subject to the satisfaction of these conditions, the companies continue to expect the Merger to be completed in late 2026 to early 2027.

The final voting results, as certified by an independent inspector of election, will be filed as a Form 8-K filed with the U.S. Securities and Exchange Commission.

About Axalta
Axalta is a global leader in the coatings industry, providing customers with innovative, colorful, beautiful and sustainable coatings solutions. From light vehicles, commercial vehicles and refinish applications to electric motors, building facades and other industrial applications, our coatings are designed to prevent corrosion, increase productivity and enhance durability. With more than 150 years of experience in the coatings industry, the global team at Axalta continues to find ways to serve our more than 100,000 customers in over 140 countries better every day with the finest coatings, application systems and technology. For more information visit axalta.com and follow us on LinkedIn.

General restrictions
This communication is not for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication, or distribution would be unlawful.

This communication is not a prospectus and the information in this communication is not intended to be complete. This communication is for informational purposes only and is not intended to be and shall not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities, or an invitation or recommendation to subscribe for, acquire or buy securities of AkzoNobel or Axalta or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

Any decision to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities must be made only on the basis of the information contained in and incorporated by reference into the prospectus with respect to the shares to be allotted by AkzoNobel in the proposed transaction, which was published on June 24, 2026.

The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, AkzoNobel and Axalta disclaim any responsibility or liability for the violation of any such restrictions by any person. Neither AkzoNobel, nor Axalta, nor any of their advisors assume any responsibility for any violation by any person of any of these restrictions. Shareholders of AkzoNobel and Axalta, respectively, with any doubt as to their position should consult an appropriate professional advisor without delay.

This communication is addressed to and directed only at, persons who are outside the United Kingdom or, in the United Kingdom, at persons who are: (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) persons falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise lawfully be communicated pursuant to the Order (all such persons together being referred to as, “Relevant Persons”). This communication is directed only at Relevant Persons. Other persons should not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with such persons. Solicitations resulting from this communication will only be responded to if the person concerned is a Relevant Person.

Additional Information and Where to Find It
In connection with the proposed transaction between AkzoNobel and Axalta, AkzoNobel filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 on May 27, 2026, as amended on June 18, 2026, which included a proxy statement of Axalta that also constitutes a prospectus with respect to the shares to be offered by AkzoNobel in the proposed transaction. The registration statement was declared effective by the SEC on June 23, 2026. In connection with the proposed transaction, on June 24, 2026, Axalta filed with the SEC a definitive proxy statement and, on or about June 24, 2026, Axalta commenced mailing the definitive proxy statement to its holders of record as of June 11, 2026. Each of AkzoNobel and Axalta will also file other relevant documents in connection with the proposed transaction. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents AkzoNobel and/or Axalta may file with the SEC or any other competent regulator in connection with the proposed transaction. This communication does not contain all the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. BEFORE MAKING ANY INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF AKZONOBEL AND AXALTA ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT AKZONOBEL, AXALTA, THE PROPOSED TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other relevant documents filed by AkzoNobel and Axalta with the SEC are available free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC from Axalta’s investor relations webpage at https://ir.axalta.com/sec-filings/all-sec-filings or from AkzoNobel’s investor relations webpage at https://www.akzonobel.com/en/investors/all-sec-filings.

The contents of this communication should not be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice.

Cautionary Statement Concerning Forward-Looking Statements
This communication contains forward-looking statements as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, regarding, among other things, statements about management’s expectations of AkzoNobel’s and Axalta’s future operating and financial performance, product development, market position, and business strategy. Such forward-looking statements can sometimes be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “potential,” “seeks,” “aims,” “projects,” “predicts,” “is optimistic,” “intends,” “plans,” “estimates,” “targets,” “anticipates,” “continues” or other comparable terms or negatives of these terms, but not all forward-looking statements include such identifying words. You are cautioned not to rely on these forward-looking statements. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. We can give no assurance that such plans, estimates or expectations will be achieved and therefore, actual results may differ materially from any plans, estimates or expectations in such forward-looking statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include: a condition to the closing of the proposed transaction may not be satisfied; the occurrence of any event that can give rise to termination of the proposed transaction; a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; AkzoNobel and Axalta are unable to achieve the synergies and value creation contemplated by the proposed transaction; AkzoNobel and Axalta are unable to promptly and effectively integrate their businesses; management’s time and attention is diverted on transaction related issues; the possibility that competing offers or acquisition proposals may be made; disruption from the proposed transaction makes it more difficult to maintain business, contractual and operational relationships; the credit ratings of AkzoNobel or Axalta decline following the proposed transaction; legal proceedings are instituted against AkzoNobel or Axalta, including resulting expense or delay; AkzoNobel or Axalta is unable to retain or hire key personnel; the communication or the consummation of the proposed acquisition has a negative effect on the market price of the capital stock of AkzoNobel or Axalta or on AkzoNobel’s or Axalta’s operating results; evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory conditions, in the Netherlands, the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current or subsequent United States or Netherlands administration; the ability of AkzoNobel or Axalta to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions; the impact of public health crises, such as pandemics and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down or similar actions and policies; actions by third parties, including government agencies; the risk that disruptions from the proposed transaction will harm AkzoNobel’s or Axalta’s business, including current plans and operations and/or divert management’s attention from AkzoNobel’s or Axalta’s ongoing business operations; certain restrictions during the pendency of the acquisition that may impact AkzoNobel’s or Axalta’s ability to pursue certain business opportunities or strategic transactions; AkzoNobel’s or Axalta’s ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; the risks and uncertainties discussed in AkzoNobel’s latest annual report as filed with the AFM, the Dutch trade register and on its website at https://www.akzonobel.com/en/investors/results-center; and the risks and uncertainties discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in Axalta’s reports filed with the SEC. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the proxy statement/prospectus. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Except as required by law, neither AkzoNobel nor Axalta assumes any obligation to update or revise the information contained herein, which speaks only as of the date hereof.

PHILADELPHIA, July 28, 2026 (GLOBE NEWSWIRE) -- Axalta Coating Systems Ltd. (NYSE:AXTA) (“Axalta”), a leading global coatings company, announced its financial results for the second quarter ended June 30, 2026.

Second Quarter 2026 Highlights:

Net sales of $1.35 billion, an increase of 3% year over yearRefinish net sales increase of 6% year over yearNet income of $89 million and net income margin of 6.6%Record quarter for Adjusted EBITDA of $305 million with an Adjusted EBITDA margin of 22.7%Diluted EPS of $0.41Record quarter for Adjusted Diluted EPS of $0.72, an increase of 13% year over yearCash provided by operating activities of $152 million, up 7% year over yearFree cash flow of $107 million, up 6% year over yearTotal net leverage of 2.2x, the lowest in Axalta’s history “We delivered an excellent second quarter with record Adjusted EBITDA and Adjusted Diluted EPS, expanded margins and strong free cash flow generation demonstrating the earnings power of our business model” said Chris Villavarayan, Chief Executive Officer and President of Axalta. "Our team continues to drive operational excellence that underpins our consistent financial performance, and we carry solid momentum into the second half of the year.”

Second Quarter 2026 Consolidated Financial Results

Second quarter 2026 net sales increased $41 million to $1.35 billion driven by favorable foreign currency translation, contributions from acquisitions, and positive price mix.

Net income decreased by $21 million year over year to $89 million resulting in a net income margin of 6.6%. The decrease was primarily driven by an incremental $31 million in merger and acquisition related costs. Adjusted net income, which excludes merger and acquisition related expenses, increased 10% year over year to $153 million driven by reduced operating expenses and lower interest expense.

Adjusted EBITDA increased 5% year over year to $305 million, a quarterly record resulting in an Adjusted EBITDA margin of 22.7%, up 30 basis points from the prior year period. Diluted EPS declined to $0.41 from $0.50 in the prior year period due to higher merger and acquisition costs. Adjusted Diluted EPS was $0.72, a record quarter and an increase of 13% from last year driven primarily by strong conversion on higher sales and lower interest expense.

Cash provided by operating activities was $152 million, an increase of 7% year over year primarily driven by improved working capital and lower interest payments. Free cash flow was $107 million, an increase of $6 million year over year, inclusive of the headwind from merger-related costs.

Discussion of Segment Results

Performance Coatings’ second quarter net sales were $872 million, up 4% year over year as favorable currency translation, contributions from acquisitions and positive price mix more than offset slightly lower volumes. Organic net sales increased year over year, supported by strong growth in Europe and Asia and favorable price mix partially offset by lower volumes in North America.

Refinish net sales increased 6% year over year to $545 million, primarily driven by contributions from acquisitions, favorable price mix and foreign currency translation. Industrial net sales increased by 2% year over year to $327 million with positive volume growth in Europe and Asia and positive price mix more than offsetting lower volumes in North America.

Performance Coatings Adjusted EBITDA increased 10% year over year to $218 million compared with $200 million in the prior year period. The increase was driven by favorable price mix and lower variable and operating expenses. Adjusted EBITDA margin improved 130 basis points year over year to 25.1%.

Mobility Coatings achieved record quarterly net sales of $474 million, up 1% year over year. Light Vehicle net sales declined slightly reflecting lower organic sales, partially offset by favorable foreign currency. Commercial Vehicle net sales increased 7% year over year, driven by volume growth in all four regions and favorable foreign currency.

Mobility Coatings delivered Adjusted EBITDA of $87 million with an Adjusted EBITDA margin of 18.4%. Stronger volumes in Commercial Vehicle were more than offset by favorable one-time items recorded in the second quarter of 2025 that did not repeat.

“We look forward to Axalta's Special General Meeting on August 5 to approve the compelling merger of equals with AkzoNobel. This strategic combination creates a premier global coatings company and provides significant value creation opportunities for Axalta shareholders” said Chris Villavarayan, Chief Executive Officer and President of Axalta.

Third Quarter and Full Year 2026 Outlook

(in millions, except %’s and per share data) Projection    Item Q3 2026FY 2026    Net Sales (YoY % growth) LSD%LSD%Adjusted EBITDA $295 - $305$1,140 - $1,170Adjusted Diluted EPS ~$0.70$2.55 - $2.70Free Cash Flow  >$500Depreciation and Amortization  $305Tax Rate, As Adjusted  ~24%Diluted Shares Outstanding  ~215Interest Expense  ~$150Capital Expenditures  $180 - $200LSD = low single digit percentage
Axalta does not provide a reconciliation for non-GAAP estimates for Adjusted EBITDA, Adjusted Diluted EPS, Free Cash Flow or tax rate, as adjusted, on a forward-looking basis because the information necessary to calculate a meaningful or accurate estimation of reconciling items is not available without unreasonable effort. See “Non-GAAP Financial Measures” for more information.

Conference Call Information

As previously announced, Axalta will hold a conference call to discuss its second quarter 2026 financial results on Tuesday, July 28, 2026, at 8:00 a.m. ET. A live webcast of the conference call will be available online at www.axalta.com/investorcall. A replay of the webcast will be posted shortly after the call and will remain accessible through July 28, 2027. The dial-in phone number for the conference call is 1-833-419-0865 and the conference ID is AXALTA. For those unable to participate, a replay will be available through August 4, 2026. The replay dial-in number is +1-844-512-2921. The replay passcode is 11162143.

Cautionary Statement Concerning Forward-Looking Statements

This release may contain certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 regarding Axalta and its subsidiaries including, but not limited to, our outlook and/or guidance, which includes net sales growth, Adjusted EBITDA, Adjusted Diluted EPS, Free Cash Flow, depreciation and amortization, tax rate, as adjusted, diluted shares outstanding, interest expense and capital expenditures and statements regarding the proposed merger of equals (the “Proposed Merger”) with Akzo Nobel N.V. (“AkzoNobel”) (including our ability to consummate the Proposed Merger and realize the anticipated benefits thereof). Axalta has identified some of these forward-looking statements with words such as “outlook,” “proposed,” “anticipated,” “earnings power,” “momentum,” “opportunities,” and “projections,” and the negative of these words or other comparable or similar terminology. All of these statements are based on management’s expectations as well as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherently uncertain. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental (including related to any new or existing tariffs imposed by the U.S. and any retaliatory actions from other countries), geopolitical (including the current conflict in the Middle East and related effects on commodity prices) and technological factors outside of Axalta’s control, as well as risks related to the execution of, and assumptions underlying, our tariff mitigation strategies, our capital allocation strategy and future share repurchases, our previously-announced global transformation initiative, our previously-announced three-year 2024-2026 strategy and the Proposed Merger (including our ability to consummate the Proposed Merger and realize the anticipated benefits thereof) that may cause its business, industry, strategy, financing activities or actual results to differ materially. More information on potential factors that could affect Axalta’s financial results is available in “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” within Axalta’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and in other documents that we have filed with, or furnished to, the U.S. Securities and Exchange Commission (the “SEC”). More information on these risks, as well as other risks associated with the Proposed Merger, are also discussed in the definitive proxy statement/prospectus relating to the Proposed Merger, which was filed with the SEC on June 24, 2026. Axalta undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

This release includes financial information that is not presented in accordance with generally accepted accounting principles in the United States (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, adjusted net income, Free Cash Flow, total net leverage ratio (or “total net leverage”), tax rate, as adjusted, and Adjusted EBIT. Management uses Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, adjusted net income, tax rate, as adjusted, and Adjusted EBIT in the analysis of our financial and operating performance because they assist in the evaluation of underlying trends in our business. Management uses Free Cash Flow and total net leverage ratio in the analysis of (1) our liquidity, (2) our ability to incur and service our debt and (3) strategic capital allocation decisions. Adjusted EBITDA, Adjusted Diluted EPS, adjusted net income and Adjusted EBIT consist of EBITDA, Diluted EPS, net income attributable to common shareholders and EBIT, respectively, adjusted for (i) certain non-cash items included within net income, (ii) certain items Axalta does not believe are indicative of ongoing operating performance or (iii) certain nonrecurring, unusual or infrequent items that have not otherwise occurred within the last two years or we believe are not reasonably likely to recur within the next two years. Free Cash Flow consists of cash provided by (used for) operating activities less purchase of property, plant and equipment plus interest proceeds on swaps designated as net investment hedges. Total net leverage ratio consists of net debt divided by Adjusted EBITDA, with net debt defined as total debt less cash and cash equivalents. We believe that making the foregoing adjustments provides investors meaningful information to understand our operating results and ability to analyze financial and business trends on a period-to-period basis. The non-GAAP financial measures used by Axalta may differ from similarly titled measures reported by other companies. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, adjusted net income, Free Cash Flow, total net leverage ratio, tax rate, as adjusted, and Adjusted EBIT should not be considered as alternatives to net sales, net income (loss), income (loss) from operations or any other financial measures derived in accordance with GAAP. These non-GAAP financial measures have important limitations as analytical tools and should be considered in conjunction with, and not as substitutes for, our results as reported under GAAP. This release includes a reconciliation of certain non-GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP. Axalta does not provide a reconciliation for Adjusted EBITDA, Adjusted Diluted EPS, tax rate, as adjusted, or Free Cash Flow on a forward-looking basis because the information necessary to calculate a meaningful or accurate estimation of reconciling items is not available without unreasonable effort. For example, such reconciling items include the impact of foreign currency exchange gains or losses, gains or losses that are unusual or nonrecurring in nature, as well as discrete taxable events. These items are uncertain, depend on various factors and may have a substantial and unpredictable impact on our GAAP results.

Organic Net Sales

Organic net sales and related growth and decline measures are calculated by excluding (i) the impact of the change in average exchange rates between the current and comparable period by currency denomination exposure of the comparable period amount and (ii) net sales of businesses acquired within the last twelve months. We believe presenting organic net sales and related growth and decline measures assists investors with evaluating our sales performance without the impact of foreign exchange rates and recent acquisitions and divestitures of size, and management also routinely evaluates our sales in this manner.

Segment Financial Measures

The primary measure of segment operating performance is Adjusted EBITDA, which is a key metric that is used by management to evaluate business performance in comparison to budgets, forecasts and prior year financial results and that management believes reflects Axalta’s core operating performance. As we do not measure segment operating performance based on net income, a reconciliation of this non-GAAP financial measure with the most directly comparable financial measure calculated in accordance with GAAP is not available.

Defined Terms

All capitalized terms contained within this release that are not otherwise defined herein have been previously defined in our filings with the SEC.

Rounding

Certain amounts may not foot or crossfoot due to rounding. Additionally, certain percentages may not recalculate due to rounding.

General Restrictions

This communication is not for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication, or distribution would be unlawful.

This communication is not a prospectus and the information in this communication is not intended to be complete. This communication is for informational purposes only and is not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities, or an invitation or recommendation to subscribe for, acquire or buy securities of Axalta or AkzoNobel or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

Any decision to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities must be made only on the basis of the information contained in and incorporated by reference into the prospectus with respect to the shares to be allotted by AkzoNobel in the Proposed Merger, which was published on June 24, 2026 and supplemented on July 22, 2026.

The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Axalta and AkzoNobel disclaim any responsibility or liability for the violation of any such restrictions by any person. Neither Axalta, nor AkzoNobel, nor any of their advisors assume any responsibility for any violation by any person of any of these restrictions. Shareholders of Axalta and AkzoNobel, respectively, with any doubt as to their position should consult an appropriate professional advisor without delay.

This communication is addressed to and directed only at, persons who are outside the United Kingdom or, in the United Kingdom, at persons who are: (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) persons falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise lawfully be communicated pursuant to the Order (all such persons together being referred to as, “Relevant Persons”). This communication is directed only at Relevant Persons. Other persons should not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with such persons. Solicitations resulting from this communication will only be responded to if the person concerned is a Relevant Person.

Additional Information and Where to Find It

In connection with the Proposed Merger between Axalta and AkzoNobel, AkzoNobel filed with the SEC a registration statement on Form F-4 on May 27, 2026, as amended on June 18, 2026, which included a proxy statement of Axalta that also constitutes a prospectus with respect to the shares to be offered by AkzoNobel in the Proposed Merger. The registration statement was declared effective by the SEC on June 23, 2026. In connection with the proposed transaction, on June 24, 2026, Axalta filed with the SEC a definitive proxy statement and, on or about June 24, 2026, Axalta commenced mailing the definitive proxy statement to its holders of record as of June 11, 2026. Each of Axalta and AkzoNobel will also file other relevant documents in connection with the Proposed Merger. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents Axalta and/or AkzoNobel may file with the SEC or any other competent regulator in connection with the Proposed Merger. This communication does not contain all the information that should be considered concerning the Proposed Merger and is not intended to form the basis of any investment decision or any other decision in respect of the Proposed Merger. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF AXALTA AND AKZONOBEL ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT AXALTA, AKZONOBEL, THE PROPOSED TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other relevant documents filed by Axalta and AkzoNobel with the SEC are available free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC from Axalta’s investor relations webpage at https://ir.axalta.com/sec-filings/all-sec-filings or from AkzoNobel’s investor relations webpage at https://www.akzonobel.com/en/investors/all-sec-filings.

The contents of this communication should not be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice

Participants in the Solicitation

This communication is not a solicitation of proxies in connection with the Proposed Merger. However, under SEC rules, Axalta, AkzoNobel and certain of their respective directors and executive officers and other members of their respective management and employees may be deemed to be participants in the solicitation of proxies in connection with the Proposed Merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the Proposed Merger, including a description of their direct or indirect interests in the Proposed Merger, by security holdings or otherwise, is set forth in the definitive proxy statement/prospectus relating to the Proposed Merger, which was filed with the SEC on June 24, 2026. Information about AkzoNobel’s supervisory board members and members of the board of management is set forth in AkzoNobel’s latest annual report, as filed with the AFM, the Dutch trade register and on its website at https://www.akzonobel.com/en/investors/results-center, and as updated from time to time via filings made by AkzoNobel with the AFM. Additional information regarding the interests of persons who may, under the rules of the SEC, be deemed participants in the solicitation of Axalta security holders in connection with the Proposed Merger, which may, in some cases, be different than those of Axalta’s shareholders generally, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

About Axalta Coating Systems

Axalta is a global leader in the coatings industry, providing customers with innovative, colorful, beautiful and sustainable coatings solutions. From light vehicles, commercial vehicles and refinish applications to electric motors, building facades and other industrial applications, our coatings are designed to prevent corrosion, increase productivity and enhance durability. With more than 150 years of experience in the coatings industry, the global team at Axalta continues to find ways to serve our more than 100,000 customers in over 140 countries better every day with the finest coatings, application systems and technology. For more information visit axalta.com and follow us @axalta on X.

Financial Statement Tables
AXALTA COATING SYSTEMS LTD.
Condensed Consolidated Statements of Operations (Unaudited)
(In millions, except per share data)
    Three Months Ended
June 30,
 Six Months Ended
June 30,
   2026   2025   2026   2025 Net sales $1,346  $1,305  $2,600  $2,567 Cost of goods sold  881   848   1,719   1,677 Selling, general and administrative expenses  213   208   413   410 Other operating charges  42   12   68   26 Research and development expenses  18   20   36   37 Amortization of acquired intangibles  25   24   51   48 Income from operations  167   193   313   369 Interest expense, net  37   45   75   89 Other (income) expense, net  (4)  5   (1)  8 Income before income taxes  134   143   239   272 Provision for income taxes  45   33   59   63 Net income  89   110   180   209 Less: Net income attributable to noncontrolling interests  —   1   1   1 Net income attributable to common shareholders $89  $109  $179  $208 Basic net income per share $0.42  $0.50  $0.84  $0.96 Diluted net income per share $0.41  $0.50  $0.84  $0.95 Basic weighted average shares outstanding  214.0   217.6   213.8   217.9 Diluted weighted average shares outstanding  214.7   218.3   214.7   218.9  AXALTA COATING SYSTEMS LTD.Condensed Consolidated Balance Sheets (Unaudited)(In millions, except per share data)   June 30, 2026 December 31, 2025Assets    Current assets:    Cash and cash equivalents $633  $657 Restricted cash  3   3 Accounts and notes receivable, net  1,345   1,229 Inventories  806   756 Prepaid expenses and other current assets  203   170 Total current assets  2,990   2,815 Property, plant and equipment, net  1,300   1,299 Goodwill  1,767   1,795 Identifiable intangibles, net  1,086   1,147 Other assets  556   543 Total assets $7,699  $7,599 Liabilities, Shareholders’ Equity    Current liabilities:    Accounts payable $769  $637 Current portion of borrowings  519   20 Other accrued liabilities  662   712 Total current liabilities  1,950   1,369 Long-term borrowings  2,549   3,179 Accrued pensions  228   238 Deferred income taxes  197   171 Other liabilities  206   249 Total liabilities  5,130   5,206 Shareholders’ equity:    Common shares, $1.00 par, 1,000.0 shares authorized, 255.7 and 255.1 shares issued at June 30, 2026 and December 31, 2025, respectively  256   255 Capital in excess of par  1,629   1,621 Retained earnings  2,234   2,055 Treasury shares, at cost, 41.7 shares at both June 30, 2026 and December 31, 2025  (1,202)  (1,202)Accumulated other comprehensive loss  (395)  (383)Total Axalta shareholders’ equity  2,522   2,346 Noncontrolling interests  47   47 Total shareholders’ equity  2,569   2,393 Total liabilities and shareholders’ equity $7,699  $7,599  AXALTA COATING SYSTEMS LTD.Condensed Consolidated Statements of Cash Flows (Unaudited)(In millions)   Six Months Ended
June 30,   2026   2025 Operating activities:    Net income $180  $209 Adjustment to reconcile net income to cash provided by operating activities:    Depreciation and amortization  152   144 Amortization of deferred financing costs and original issue discount  4   4 Deferred income taxes  25   11 Realized and unrealized foreign exchange (gains) losses, net  (5)  29 Stock-based compensation  15   13 Interest income on swaps designated as net investment hedges  (6)  (7)Other non-cash, net  3   6 Changes in operating assets and liabilities:    Trade accounts and notes receivable  (109)  (47)Inventories  (53)  (56)Prepaid expenses and other assets  (58)  (89)Accounts payable  139   65 Other accrued liabilities  (40)  (111)Other liabilities  (27)  (3)   Cash provided by operating activities  220   168 Investing activities:    Acquisitions, net of cash acquired  (8)  (6)Purchase of property, plant and equipment  (98)  (88)Interest proceeds on swaps designated as net investment hedges  6   7 Proceeds received on loans to customers  5   4 Other investing activities, net  (2)  —    Cash used for investing activities  (97)  (83)Financing activities:    Payments on long-term borrowings  (135)  (10)Purchases of common stock  —   (65)Net cash flows associated with stock-based awards  (6)  (2)Other financing activities, net  (2)  (1)   Cash used for financing activities  (143)  (78)   (Decrease) increase in cash  (20)  7 Effect of exchange rate changes on cash  (4)  25 Cash at beginning of period  660   596 Cash at end of period $636  $628      Cash at end of period reconciliation:    Cash and cash equivalents $633  $625 Restricted cash  3   3 Cash at end of period $636  $628 
The following table reconciles net income to EBITDA, Adjusted EBITDA and segment Adjusted EBITDA for the periods presented (in millions):

  Three Months Ended
June 30, Twelve Months Ended June 30, 2026
 Six Months Ended
June 30, Year Ended December 31, 2025
   2026   2025    2026   2025  Net income $89  $110  $350  $180  $209  $379 Interest expense, net  37   45   162   75   89   176 Provision for income taxes  45   33   163   59   63   167 Depreciation and amortization  76   74   303   152   144   295 EBITDA  247   262   978   466   505   1,017 Termination benefits and other employee-related costs (a)  2   9   9   6   20   23 Merger and acquisition-related costs (b)  35   4   83   57   6   32 Site closure costs (c)  4   2   5   4   5   6 Foreign exchange remeasurement losses (d)  3   4   13   5   7   15 Long-term employee benefit plan adjustments (e)  4   3   14   8   6   12 Stock-based compensation (f)  8   8   27   15   13   25 Gains on sales of assets (g)  —   —   (6)  —   —   (6)Environmental charges (h)  —   —   2   —   —   2 Other adjustments (i)  2   —   5   3   —   2 Adjusted EBITDA $305  $292  $1,130  $564  $562  $1,128 Net sales $1,346  $1,305  $5,150  $2,600  $2,567  $5,117 Net income margin  6.6%  8.4%  6.8%  6.9%  8.1%  7.4%Adjusted EBITDA margin  22.7%  22.4%  21.9%  21.7%  21.9%  22.0%             Segment Adjusted EBITDA:            Performance Coatings $218  $200  $789  $398  $397  $788 Mobility Coatings  87   92   341   166   165   340 Total $305  $292  $1,130  $564  $562  $1,128  (a)Represents expenses and associated changes to estimates related to employee termination benefits, consulting, legal and other employee-related costs associated with restructuring programs and other employee-related costs. We do not consider these amounts indicative of our ongoing operating performance.  (b)Represents merger and acquisition-related expenses, including costs related to financial, tax and legal advisory services, associated with both consummated and unconsummated transactions, all of which we do not consider indicative of our ongoing operating performance.  (c)Represents costs related to the closure of certain manufacturing sites, including impairment charges, which we do not consider indicative of our ongoing operating performance.  (d)Represents foreign exchange losses resulting from the remeasurement of assets and liabilities denominated in foreign currencies, net of the impacts of our foreign currency instruments used to hedge our balance sheet exposures.  (e)Represents the non-cash, non-service cost components of long-term employee benefit costs.  (f)Represents non-cash impacts associated with stock-based compensation.  (g)Represents non-recurring income related to the sales of certain fixed assets, which are not considered indicative of our ongoing performance.  (h)Represents costs related to certain environmental remediation activities, which are not considered indicative of our ongoing operating performance.  (i)Represents costs for certain non-operational or non-cash losses, net, unrelated to our core business and which we do not consider indicative of our ongoing operating performance.
The following table reconciles net income to adjusted net income for the periods presented (in millions, except per share data):

  Three Months Ended
June 30,
 Six Months Ended
June 30,
   2026   2025   2026   2025 Net income $89  $110  $180  $209 Less: Net income attributable to noncontrolling interests  —   1   1   1 Net income attributable to common shareholders  89   109   179   208 Termination benefits and other employee-related costs (a)  2   9   6   20 Merger and acquisition-related costs (b)  35   4   57   6 Accelerated depreciation and site closure costs (c)  4   3   4   7 Other adjustments (d)  3   2   4   1 Amortization of acquired intangibles (e)  25   24   51   48 Total adjustments  69   42   122   82 Income tax provision impacts (f)  5   12   28   22 Adjusted net income $153  $139  $273  $268 Adjusted diluted net income per share $0.72  $0.64  $1.27  $1.23 Diluted weighted average shares outstanding  214.7   218.3   214.7   218.9  (a)Represents expenses and associated changes to estimates related to employee termination benefits, consulting, legal and other employee-related costs associated with restructuring programs and other employee-related costs. We do not consider these amounts indicative of our ongoing operating performance.  (b)Represents merger and acquisition-related expenses, including costs related to financial, tax and legal advisory services, associated with both consummated and unconsummated transactions, all of which we do not consider indicative of our ongoing operating performance.  (c)Represents incremental depreciation expense resulting from truncated useful lives of the assets impacted by our manufacturing footprint assessments and costs related to the closure of certain manufacturing sites, including impairment charges, which we do not consider indicative of our ongoing operating performance.  (d)Represents costs for certain non-operational or non-cash losses, net, unrelated to our core business and which we do not consider indicative of our ongoing operating performance.  (e)Represents non-cash amortization expense for intangible assets acquired through business combinations or asset acquisitions.  (f)The income tax impacts are determined using the applicable rates in the taxing jurisdictions in which expense or income occurred and includes both current and deferred income tax expense (benefit) based on the nature of the non-GAAP performance measure. Additionally, the income tax impact includes the removal of discrete income tax impacts within our effective tax rate which were expenses of $3 million and benefits of $12 million and benefits of $3 million and $4 million for the three and six months ended June 30, 2026 and 2025, respectively.
The following table reconciles cash provided by operating activities to free cash flow for the periods presented (in millions):

  Three Months Ended
March 31, Three Months Ended
June 30, Six Months Ended
June 30,   2026   2025   2026   2025   2026   2025 Cash provided by operating activities $68  $26  $152  $142  $220  $168 Purchase of property, plant and equipment  (50)  (43)  (48)  (45)  (98)  (88)Interest proceeds on swaps designated as net investment hedges  3   3   3   4   6   7 Free cash flow $21  $(14) $107  $101  $128  $87 
The following table reconciles income from operations to adjusted EBIT for the periods presented (in millions):

  Three Months Ended
June 30,
 Six Months Ended
June 30,
   2026   2025   2026   2025 Income from operations $167  $193  $313  $369 Other (income) expense, net  (4)  5   (1)  8 Total  171   188   314   361 Termination benefits and other employee-related costs (a)  2   9   6   20 Merger and acquisition-related costs (b)  35   4   57   6 Accelerated depreciation and site closure costs (c)  4   3   4   7 Other adjustments (d)  4   2   4   1 Amortization of acquired intangibles (e)  25   24   51   48 Adjusted EBIT $241  $230  $436  $443  (a)Represents expenses and associated changes to estimates related to employee termination benefits, consulting, legal and other employee-related costs associated with restructuring programs and other employee-related costs. We do not consider these amounts indicative of our ongoing operating performance.  (b)Represents merger and acquisition-related expenses, including costs related to financial, tax and legal advisory services, associated with both consummated and unconsummated transactions, all of which we do not consider indicative of our ongoing operating performance.  (c)Represents incremental depreciation expense resulting from truncated useful lives of the assets impacted by our manufacturing footprint assessments and costs related to the closure of certain manufacturing sites, including impairment charges, which we do not consider indicative of our ongoing operating performance.  (d)Represents costs for certain non-operational or non-cash losses, net, unrelated to our core business and which we do not consider indicative of our ongoing operating performance.  (e)Represents non-cash amortization expense for intangible assets acquired through business combinations or asset acquisitions. Investor Contact
Colleen Lubic
D +1 610-999-9407
[email protected] [email protected]

-

NEW YORK CITY & NEW ORLEANS--(BUSINESS WIRE)--Former Attorney General of Louisiana Charles C. Foti, Jr., Esq. and the law firm of Kahn Swick & Foti, LLC (“KSF”) are investigating the proposed sale of Axalta Coating Systems Ltd. (NYSE: AXTA) to Akzo Nobel N.V. Under the terms of the proposed transaction, shareholders of Axalta will receive 0.6539 shares of AkzoNobel for each share of Axalta that they own. KSF is seeking to determine whether this consideration and the process that led to it are adequate, or whether the consideration undervalues the Company.

If you believe that this transaction undervalues the Company and/or if you would like to discuss your legal rights regarding the proposed sale, you may, without obligation or cost to you, e-mail or call KSF Managing Partner Lewis S. Kahn ([email protected]) toll free at any time at 855-768-1857, or visit https://www.ksfcounsel.com/cases/nyse-axta/ to learn more.

To learn more about KSF, whose partners include the Former Louisiana Attorney General, visit www.ksfcounsel.com.

CONNECT WITH US: Facebook || Instagram || YouTube || TikTok || LinkedIn

More News From Kahn Swick & Foti, LLC

Back to Newsroom