Business Wire

PPG Announces Decision to Withdraw Proposal and Not Pursue Offer for AkzoNobel

1.6.2017 12:30 | Business Wire

Jaa

PPG (NYSE:PPG) today announced that it has withdrawn its proposal to combine with AkzoNobel (AKZA.AS:AKZOY) and will not pursue a public offer for all the issued and outstanding shares of AkzoNobel. PPG made the final decision today after careful consideration, including the stakeholder interests of both companies.

“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. We strongly believe a combined company would create more opportunities and provide more benefits for our collective customers, employees, shareholders and society in general,” said Michael McGarry, PPG chairman and chief executive officer.

“We made a final attempt for engagement late last week and through a letter to AkzoNobel (attached). 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.

“As always, PPG remains focused on identifying growth opportunities that will drive value and strengthen our company. We remain committed to our longstanding disciplined approach to business portfolio management and cash deployment.

“I want to thank PPG’s many employees for their interest and support throughout this process, especially those who work within our facilities in the Netherlands. I also want to thank those stakeholders in the Netherlands who were open to and welcomed the opportunity to learn about the possibilities that a business combination could provide. We are proud to call the Netherlands home to many of our employees and businesses, and we look forward to our continued growth in this important country.”

To view the previous announcements related to PPG’s proposal to combine with AkzoNobel, click here. To learn more about PPG, visit www.ppg.com.

This is a public announcement by PPG pursuant to the provisions of section 4 paragraph 3 of the Decree on Public Takeover Bids (Besluit openbare biedingen Wft) of the Netherlands. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities. This announcement is not for release, publication or distribution, in whole or in part, in, into or from, directly or indirectly, any other jurisdiction in which such release, publication or distribution would be unlawful.

PPG: WE PROTECT AND BEAUTIFY THE WORLD™

At PPG (NYSE:PPG), we work every day to develop and deliver the paints, coatings and materials that our customers have trusted for more than 130 years. Through dedication and creativity, we solve our customers’ biggest challenges, collaborating closely to find the right path forward. With headquarters in Pittsburgh, we operate and innovate in more than 70 countries and reported net sales of $14.8 billion in 2016. We serve customers in construction, consumer products, industrial and transportation markets and aftermarkets. To learn more, visit www.ppg.com.

Forward-Looking Statements

This press release contains certain statements about PPG Industries, Inc. (“PPG”) that are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These matters involve risks and uncertainties as discussed in PPG’s periodic reports on Form 10-K and Form 10-Q, and its current reports on Form 8-K, filed from time to time with the Securities and Exchange Commission (“SEC”). The forward-looking statements contained in this press release include statements about the proposed business combination with Akzo Nobel N.V. (“AkzoNobel”) by PPG (such proposed business combination, the “Transaction”) and the expected benefits of the Transaction for PPG, AkzoNobel and their respective shareholders. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of PPG and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: PPG’s future actions with respect to AkzoNobel, whether AkzoNobel’s management or supervisory boards will engage with PPG to discuss any future transaction and the form and nature of future PPG growth opportunities. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and PPG undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.

We protect and beautify the world is a trademark and the PPG Logo is a registered trademark of PPG Industries Ohio, Inc.

 
PPG
One PPG Place
Pittsburgh, PA 15272
 
T: +1.412.434.3930
F: +1.412.434.2134
 

Michael H. McGarry

Chairman and Chief Executive Officer
 

29 May 2017

Antony Burgmans
Chairman of the Supervisory Board
Akzo Nobel N.V.
AkzoNobel Center
Christian Neefestraat 2
1077 WW Amsterdam
The Netherlands

Dear Mr. Burgmans,

Thank you for your reply to my email last week requesting a call with you. We continue to believe that having in-person discussions, with each party negotiating in good faith, is the only path to ensuring that AkzoNobel secures the most beneficial outcome for its stakeholders. Although you declined to have my requested 5 minute call, you indicated you would be open to receiving our views in writing. As a result, I am providing you with this letter.

We will not go into detail about the many benefits we believe would inure to AkzoNobel and all of its stakeholders through a transaction with PPG. Our previous letters adequately convey our enthusiasm for a business combination and genuine view of the benefits of a potential transaction, as well as the many strong commitments we are willing to make to provide comfort that a transaction will indeed be beneficial to AkzoNobel and its stakeholders. However, we wish in this letter to make the following points clear:

Value

Despite the fact that your shareholders are strongly supportive of the price proposed in our previous offer, which would deliver a 50% premium to your undisturbed trading price, we are willing to discuss a further increase to obtain the support of the Supervisory Board and Management Board of AkzoNobel for an agreed deal. Clearly a good faith engagement to both due diligence and confirmation of a joint work plan for the antitrust review process would enable us to offer the highest price. Accordingly, we are only willing to discuss a nominal increase in price in the context of in-person negotiations in which all other non-price issues have been resolved. Any adjustment in price would take into consideration the value of the non-price commitments that we have mutually agreed upon. We would need clear evidence that you have authorized a team to seek an agreement on the combination of our companies.

Timing of Closing

In your public responses to our previous offers, you have cited concern about the time it would take to consummate a transaction. As we have said, and as we have offered to demonstrate to you in private discussions between our respective antitrust counsels, we are confident that a business combination can be consummated on a timely basis if we act in a coordinated and constructive manner. Our target for closing in an agreed deal would be 15 months from signing. The agreement between the parties would reflect a 12-month timeline with two 3 month extensions to receive regulatory approvals. To demonstrate our confidence in our analysis thus far, and in our ability and commitment to obtain the necessary approvals on a timely basis, we are willing to commit to a ticking fee payable to AkzoNobel shareholders in the amount of Eur 0.10 per share each month that would start to accrue upon the 15-month anniversary of the execution of a merger agreement.

Certainty

As we have stated previously, we are prepared to commit to an agreed level of divestitures to the extent necessary to obtain antitrust approvals for the transaction. We believe the agreed level should be part of the negotiation following discussions between our respective antitrust counsel, but to give you a sense of the order of magnitude, we would expect the agreed level would be approximately 10% of the paints and coatings revenues of the combined company and we would be willing to have our experts share our analysis with appropriate arrangements. To give you additional assurance on our commitment, we have also stated previously that we are willing to agree to a significant reverse break-up fee that would be payable if the transaction failed to be consummated as for antitrust reasons. To provide further specificity, we are willing to agree to a break-up fee in the amount of Eur 600 million.

To further ameliorate any concerns about the risk of losing key employees during the pendency of a transaction, we would be willing to establish a management retention pool of Eur 20-50 million to incentivize key employees to remain with the combined company. The amount we would be willing to commit would depend on the number of employees involved. However we would expect this retention pool would include only your top talent. We would hope to get your input on the most effective way to implement such a retention pool so that the combined company will have the benefit of the expertise and experience of the AkzoNobel management team after the closing of the transaction.

Stakeholder Commitments

In your response to our previous offer, you noted specifically that we had not proposed a mechanism by which the many non-financial covenants we have proposed would be enforced. To the extent it was not entirely clear to AkzoNobel that we would be willing to ensure that the non-financial commitments are enforceable, we make that clear now. We of course would expect that the customary enforcement mechanism for non-financial covenants would be in place in a business combination between our two companies. Specifically, after the closing, the Supervisory Board would retain two independent, continuing members from the AkzoNobel Supervisory Board. Any deviation from the non-financial covenants for the duration of those covenants would require the consent of these independent Supervisory Board members.

We would be willing to make more specific stakeholder commitments in other areas, including, research and development, sustainability and employment, but in order to mutually agree on the proper ones, we would like due diligence and your involvement in this process. At a minimum, PPG is prepared to honor any and all commitments that AkzoNobel has previously made.

Conclusion

As you know, time is short for our companies to enter into a consensual transaction for the benefit of our stakeholders, and so we would appreciate your prompt response and good faith engagement.



Sincerely,

/S/ M H McGarry

Michael H. McGarry
Chairman and Chief Executive Officer

cc: Mr. Ton Büchner



Contact information

PPG Media:
Bryan Iams, +1-412-434-2181
Corporate Communications
bryan.iams@ppg.com
or
PPG Investors:
Scott Minder, +1-412-434-3466
Investor Relations
sminder@ppg.com
investor.ppg.com

Tietoja julkaisijasta

For more than 50 years, Business Wire has been the global leader in press release distribution and regulatory disclosure.

Tilaa tiedotteet sähköpostiisi

Haluatko tietää asioista jo ennen kuin ne uutisoidaan? Kun tilaat tiedotteemme tältä julkaisijalta, saat ne sähköpostiisi yhtä aikaa suomalaisen median kanssa. Tilauksen voit halutessasi perua milloin tahansa.

Lue lisää julkaisijalta Business Wire

IFF to Present at the Barclays Global Consumer Staples Conference21.8.2017 23:15Tiedote

Regulatory News: International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext Paris:IFF), a leading innovator of sensory experiences that move the world, today announced that Andreas Fibig, Chairman and Chief Executive Officer will present at the Barclays Global Consumer Staples Conference in Boston, MA on Thursday, September 7, 2017 at 11:15 a.m. EDT. Investors may access the live webcast and accompanying slide presentation on the Company's website at ir.iff.com. For those unable to listen to the live webcast, a recorded version will be made available for replay. Meet IFF International Flavors & Fragrances Inc. (NYSE:IFF) (Euronext Paris:IFF) is a leading innovator of sensorial experiences that move the world. At the heart of our company, we are fueled by a sense of discovery, constantly asking “what if?”. That passion for explorati

Celularity, Inc., Accelerates Breakthrough Placental Discovery & Therapeutic Platform21.8.2017 23:11Tiedote

Celularity, Inc., a newly formed biotechnology company, today announced its acceleration of cell and tissue regenerative therapies to address unmet medical needs in cancer and chronic and degenerative disease. Celularity completed their Series A financing with contributions from several biopharma companies, including Sorrento Therapeutics, United Therapeutics Corporation and Human Longevity, Inc., and entrepreneurial investors. Celularity has been created through the contributions of extensive intellectual property, clinical-stage assets, basic and clinical research, and development expertise including: Several clinical-stage immuno-oncology and regenerative medicine assets and a pipeline of pre-clinical assets Proprietary allogeneic (“readily accessible”) immunotherapy platform 200+ issued and pending patents in cell therapy

European Commission Grants New Indication for Soliris® (Eculizumab) for the Treatment of Patients with Refractory Generalized Myasthenia Gravis (gMG)21.8.2017 16:25Tiedote

Alexion Pharmaceuticals, Inc. (NASDAQ:ALXN) announced today that the European Commission (EC) approved the extension of the indication for Soliris® (eculizumab) to include the treatment of refractory generalized myasthenia gravis (gMG) in adults who are anti-acetylcholine receptor (AChR) antibody-positive. Soliris is the first and only complement-based therapy approved in the European Union (EU) for this ultra-rare subset of patients.1-4 Patients with refractory gMG can have difficulties walking, talking, swallowing and breathing normally despite therapies currently used for MG. Exacerbations and crises of their disease may require hospitalization and intensive care and may be life-threatening.5-7 Soliris will be launched for this new indication initially in Germany, and Alexion is evaluating launches in additional EU countries. “Patients with refractory gMG have exhausted multiple the

IntegenX Applauds the Passage of the Rapid DNA Act of 201721.8.2017 15:00Tiedote

IntegenX Inc., the global market leader for Rapid DNA human identification, applauds the signing into law of S.139 and HR.510, The Rapid DNA Act of 2017. The legislation will allow law enforcement agencies, under standards and guidelines established by the FBI, to perform real-time DNA testing at time of arrest, within booking stations. Similar to how fingerprint analysis has evolved from a paper and ink practice to a point-of-action technology, DNA testing has now become possible in 90 minutes within a booking station, while a suspect is still in custody. With processing times reduced from weeks to less than two hours, the potential to identify or exonerate a suspect quickly will make a meaningful impact on law enforcement. IntegenX thanks U.S. Senate sponsor Senator Orrin Hatch (R-UT) and lead co-sponsor Senator Dianne Feinstein (D-CA) as well as House sponsor Congressman

PPG Completes COLORFUL COMMUNITIES Project at Primary School in Kecskemét, Hungary21.8.2017 11:03Tiedote

PPG (NYSE:PPG) today announced the completion of a COLORFUL COMMUNITIES™ project in Kecskemét, Hungary, that helped revitalize the learning environment of the Corvin Mátyás primary school. The Colorful Communities program provides PPG volunteers and products along with financial contributions to bring color and vitality to communities where the company operates around the world, such as in Kecskemét, where the PPG automotive service team operates with 33 employees. The project brought together more than 140 PPG and community volunteers who spent three days at the school revitalizing four classrooms, four changing rooms and the playground. PPG provided more than $20,000 to assist with the project, including more than 460 liters of Héra ® Prémium waterborne interior paint and Trinát ® Aqua wate

Glennmont Partners Completes Refinancing of Sleaford Biomass Plant for £150m21.8.2017 11:00Tiedote

Glennmont Partners has successfully completed the refinancing of the Sleaford Renewable Energy Plant on behalf of its dedicated clean energy fund, Glennmont Clean Energy Fund Europe I, as part of a programme of realisations of value from the Fund. Glennmont Partners is one of Europe’s largest fund managers focusing exclusively on investment in clean energy infrastructure. Glennmont raises long-term capital to invest in alternative power generation projects including wind farms, biomass power stations, solar parks and small-scale hydro power plants. The carefully selected, risk managed investments deliver sustained performance and predictable returns over periods of 10 years or more. Sleaford REP is a 40MWe straw-fired biomass plant located in Lincolnshire, UK. The plant has been in operation since 2014 and is being operated by Burmeister & Wain Scandinavian Contractor (BWSC). The

Uutishuoneessa voit lukea tiedotteitamme ja muuta julkaisemaamme materiaalia. Löydät sieltä niin yhteyshenkilöidemme tiedot kuin vapaasti julkaistavissa olevia kuvia ja videoita. Uutishuoneessa voit nähdä myös sosiaalisen median sisältöjä. Kaikki STT Infossa julkaistu materiaali on vapaasti median käytettävissä.

Tutustu uutishuoneeseemme