Axalta Coating Systems filed supplemental disclosures with the SEC on July 29, 2026, providing shareholders with more detailed financial analyses from its advisors and acknowledging litigation that seeks to enjoin its planned merger with AkzoNobel. The filing does not alter the merger consideration or the August 5 special meeting date, and the board continues to recommend shareholders vote in favor of the transaction.
Two Lawsuits Filed Over Proxy Disclosures
Following the publication of the definitive proxy statement, two complaints were filed in New York state court by purported Axalta shareholders. The suits, James O’Connor v. Axalta Coating Systems Ltd. et al. and Morgan Smith v. Axalta Coating Systems Ltd. et al., allege the proxy statement is materially incomplete and misleading. The plaintiffs assert claims for negligence, negligent misrepresentation, and concealment under New York common law, as well as oppression claims under Bermuda’s Companies Act against board members. They seek to block the merger until additional disclosures are made, along with damages and legal fees.
Axalta also received several demand letters from shareholders making similar allegations about deficient disclosures. The company stated it believes all claims are without merit and that the proxy statement complies with applicable law. The supplemental disclosures are being made voluntarily to moot the disclosure claims, avoid expense and delay, and provide additional information to shareholders, without admitting any liability.
Expanded Financial Advisor Analyses
The supplemental filing adds granular detail to the valuation work performed by Evercore, one of Axalta’s financial advisors. The new disclosures include the specific perpetuity growth rates, discount rates, and weighted average cost of capital inputs used in Evercore’s discounted cash flow analyses of both Axalta and AkzoNobel.
For Axalta, the DCF analysis applied perpetuity growth rates of 1.75% to 2.25% and discount rates of 8.50% to 10.00%, yielding an implied equity value range of $29.02 to $41.55 per share. For AkzoNobel, the analysis used perpetuity growth rates of 1.50% to 2.00% and discount rates of 7.25% to 8.75%, producing an implied range of €35.66 to €62.11 per share. The filing also provides additional detail on the selected publicly traded companies analyses and the illustrative future share price analyses for both companies, including the specific EBITDA multiples and cost of equity assumptions employed.
Incentrum Engagement and Other Details
The filing discloses that Axalta engaged Incentrum as an additional financial advisor on November 17, 2025, with a fee of $12.5 million, of which $2.5 million was payable upon announcement and the remainder contingent on closing. The proxy supplement also clarifies that there were no discussions regarding post-completion compensation for individual Axalta directors or executive officers during the negotiation of the merger agreement.
Additional context was provided regarding a November 4, 2025 board meeting, where directors discussed the Ichthys Litigation and reviewed updated relationship disclosure letters from J.P. Morgan, Evercore, and Incentrum before evaluating AkzoNobel’s draft governance term sheet and merger agreement.
The merger, originally announced in November 2025 and subsequently amended in May and July 2026, would combine Axalta and AkzoNobel in a transaction structured through Bermuda merger subsidiaries. The combined company would be led by a board with governance provisions that were refined in the most recent amendment on July 23, 2026.