Axalta Coating Systems and AkzoNobel shareholders voted Wednesday, Aug. 5, to approve the companies' proposed all-share merger of equals. The vote clears a major hurdle for a deal that would combine two of the largest suppliers of automotive refinish coatings to collision repair shops into a single company with an enterprise value of roughly $25 billion.
What shareholders approved
Axalta said shareholders "overwhelmingly" approved the deal at the company's special general meeting, according to Axalta's announcement. AkzoNobel's release used the same characterization, saying shareholders at the company's extraordinary general meeting in Amsterdam "overwhelmingly" approved all resolutions tied to the merger.
This includes the merger itself, an amendment to the company's articles of association, authorization to issue shares for the deal, board appointments, and the remuneration policy for the combined company, according to AkzoNobel's announcement.
Under the terms of the deal, first announced Nov. 18, 2025, each Axalta common share will convert into 0.6539 AkzoNobel ordinary shares. Axalta shareholders are expected to hold approximately 45% of the combined company, with AkzoNobel shareholders holding the remaining 55%. AkzoNobel has also agreed to a roughly $2.85 billion (€2.5 billion) pre-completion distribution to its existing shareholders, according to Axalta's definitive proxy filing.
What it means for shops in the meantime
Both companies have said the merger won't change how they work with shops in the meantime. In a March interview with Autobody News, representatives from both companies said they'll continue operating independently until closing, with no changes to how they work with suppliers and business partners.
An Axalta spokesperson added that current pricing and distribution structures remain unchanged for its customers, while an AkzoNobel spokesperson pointed to the merger's longer-term potential to deepen supplier relationships once the deal closes.
Axalta CEO Chris Villavarayan thanked shareholders for their support and said the company is looking to build on what he called a record second quarter as integration planning moves forward. Axalta's refinish segment, the business line collision shops interact with directly, posted a 6% year-over-year sales increase in the second quarter, according to the company's Q2 results.
AkzoNobel CEO Greg Poux-Guillaume, who will lead the combined company, called the outcome a significant milestone and said the vote gives the companies a clear mandate to build what he described as a stronger, more innovative global coatings leader. AkzoNobel had also headed into the vote on strong footing, posting its fifth consecutive quarter of adjusted EBITDA margin growth in its own Q2 results.
Ben Noteboom, chair of AkzoNobel's supervisory board and incoming vice chair of the combined company, said the approval lets the companies move into the merger's final phase with confidence.
Governance changes ahead of the vote
The vote came less than two weeks after Axalta and AkzoNobel revised the merger's governance terms following what the companies called extensive shareholder dialogue. The July 23 amendment shortened the post-completion period before annual director re-elections begin, from five years to three, and lowered the board approval threshold for certain decisions during that initial period, from 75% to two-thirds of non-executive directors, according to the joint press release announcing the changes.
With shareholder approval secured at both companies, the merger now moves toward its remaining conditions: regulatory clearance in the U.S., EU and other jurisdictions, and other customary closing requirements. The companies still expect the deal to close in late 2026 or early 2027.
