PPG Industries (PPG - Get Report) has walked away from a potential $29 billion takeover bid for chemicals group AkzoNobel NV (AKZOY) , the company said Thursday, after failing to convince a Dutch court to force a shareholder vote to oust its chairman.
"We were hopeful throughout this process that AkzoNobel's Boards would see the merits of our compelling proposal to combine our two great companies and create significant shareholder value and a more sustainable business for the future," said CEO Mike McGarry. "We strongly believe a combined company would create more opportunities and provide more benefits for our collective customers, employees, shareholders and society in general."
"We made a final attempt for engagement late last week and through a letter to AkzoNobel," McGarry said. "In that letter, we addressed AkzoNobel's stated commentary around value, certainty, timing and stakeholder considerations, and provided additional and specific commitments and assurances including a significant break-fee and an offer to negotiate a nominal price increase as part of an agreed transaction."
"However, AkzoNobel's Boards have consistently refused to engage and did not respond to our call or letter. As a result, we believe it is in the best interests of PPG and its shareholders to withdraw our proposal to AkzoNobel at this time," he concluded.
AkzoNobel shares fell more than 1.3% immediately following the decision and were changing hands at €73.60 each at 10:35 BST but have risen some 14.65% since news of PPG's original interest was first revealed on March 8.
PPG had sought to have the Enterprise Chamber, a division of the Amsterdam Court of Appeal that handles corporate proceedings, launch an investigation into board mismanagement at AkzoNobel and force a shareholder vote to oust Chairman Antony Burgmans for failing to engage in talks with PPG despite numerous takeover attempts. The panel rejected that request Tuesday, meaning Pittsburgh-based PPG had until today to make a formal bid for AkzoNobel or walk away for at least six months.
AkzoNobel, for its part, has turned away three separate approaches from PPG, favoring instead its own strategic review, which it says is a "superior route to growth and long-term value creation." Those plans include splitting the paints and coatings business from its specialty chemicals group within 12 months and returning the majority of sale proceeds to shareholders.
Akzo has rejected Elliott's request for an extraordinary general meeting in April, saying that under Dutch law that only shareholders representing at least 10% of issued share capital can request a general meeting, and the meeting must meet standards of reasonableness and fairness and a "legitimate interest" test.