Akzo Nobel NV (AKZOY) has accused one of its biggest shareholders of planning to share price-sensitive information with rival PPG Industries (PPG) - Get Report and rejected calls for the dismissal of its chairman amid an increasingly hostile takeover showdown.
Akzo Nobel said Elliott Advisors, which has been pushing for a meeting between the two companies to hammer-out a deal after two takeover bids were rejected by the Dutch chemicals group, "intended to privately share potentially price sensitive information with PPG about its decision to request an (extraordinary general meeting)."
"AkzoNobel has shared this information with the Dutch Authority for the Financial Markets (AFM) and calls on Elliott Advisors and PPG to clarify their relationship and the history of the communications between the two companies," the company said in a statement.
Elliott Management owns 3.25% of the equity interest in Akzo Nobel via its U.K. division.
The group said it would consider the EGM request, as is required under Dutch law, and respond to Elliot within 14 days. However, it also said that any attempt to remove chairman Antony Burgmans would be "irresponsible, disproportionate, damaging and not in the best interest of the Company, its shareholders and other stakeholders. Therefore the proposed agenda item to remove Mr. Burgmans will be rejected."
In a response to the allegations, sent to TheStreet by an Elliott spokesperson, the group said that "as one of the top 20 shareholders of Akzo Nobel, Elliott has, as a matter of course, met and communicated with PPG."
"Elliott Advisors (UK) Limited is an FCA regulated entity and is, therefore, aware of its various regulatory obligations, including obligations related to handling price sensitive, or potentially price sensitive, information," the spokesperson said. "A substantial portion of Akzo Nobel's shareholders have requested the company to convene an EGM to vote on the removal of the Chairman of the Supervisory Board. We now call on Akzo Nobel, to respect the will of the shareholders and convene the EGM at the shortest notice possible."
PPG insisted in a statement emailed to TheStreet that there was "communication regarding PPG's private proposal to AkzoNobel with any shareholders prior to AkzoNobel publicly rejecting PPG's initial proposal on March 9, 2017. Additionally, there were no communications regarding our revised proposal with any shareholders prior to AkzoNobel's second public rejection on March 22, 2017."
"PPG has always maintained its strict and long-standing policy of not sharing any material, non-public information and has acted in compliance with applicable laws and regulations, including those of the Netherlands, with respect to communications with any shareholders," the company said. "There has not been any, and there are currently no agreements or arrangements, in whatever form, between PPG and Elliott Advisors."
"It would be preferable from PPG's perspective if AkzoNobel would speak with us rather than about us. We continue to invite AkzoNobel to meet with us and strongly believe it's in the best interest of their stakeholders," the statement noted.
The latest war-of-words follows what appeared to be an attempt by PPG last week to address "specific" concerns related to its $26 billion takeover approach.
PPG has applied heavy media pressure on Akzo Nobel management over the past weeks in an effort to put its CEO Michael McGarry in the same room with Ton Buchner, his opposite number at the Dutch chemicals group, in order to hammer out a deal and today said it would be willing to address issues related to research and development and jobs cuts.
"We made a compelling offer to AkzoNobel that provides its shareholders with a significant premium and the opportunity to benefit from the upside potential of a stronger company that is well positioned for future growth and value creation," McGarry said in a statement. "Together, we can create a stronger company that will benefit all of AkzoNobel's stakeholders, including its Netherlands-based employees."
"We once again invite AkzoNobel to meet with us to learn more about our specific proposals. We are prepared to address all of AkzoNobel's concerns in a collaborative and substantive manner, and the best approach for AkzoNobel is to engage with PPG in each of these important areas for the benefit of all stakeholders," McGarry added.
Akzo shares were marked 0.05% lower in afternoon trading in Amsterdam and changing hands at €79.06 each, valuing the group at around €19.9 billion ($21.1 billion), and have risen around 22% since news of the takeover attempt first surfaced on March 8.
Akzo Nobel rejected a second takeover approach that PPG says values the group at $26.3 billion last month, and calculated the revised bid on a dividend-adjusted basis of €88.72 per share (€56.22 in cash and 0.331 PPG shares). Akzo said the revised offer fails to reflect the value creating opportunities of the new strategic plan focus for both the Specialty Chemicals and the Paints and Coatings businesses.
PPG calculated the revised bid without adjusting for a 2017 dividend (€57.5 in cash and 0.331 PPG shares), with a source telling TheStreet that this is a closer representation of the ultimate value of the offer.