PPG Announces Decision to Withdraw Proposal and Not Pursue Offer for AkzoNobel
PPG (NYSE:PPG) today announced that it has withdrawn its proposal to combine with AkzoNobel (AKZA.AS:AKZOY) and will not pursue a public offer for all the issued and outstanding shares of AkzoNobel.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.”
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.
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.
|One PPG Place|
|Pittsburgh, PA 15272|
Michael H. McGarry
|Chairman and Chief Executive Officer|
29 May 2017
Chairman of the Supervisory Board
Akzo Nobel N.V.
Christian Neefestraat 2
1077 WW Amsterdam
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:
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.
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.
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.
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.
/S/ M H McGarry
Michael H. McGarry
Chairman and Chief Executive Officer
cc: Mr. Ton Büchner
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, saat ne sähköpostiisi yhtä aikaa suomalaisen median kanssa. Tilauksen voit halutessasi perua milloin tahansa.
Lue lisää julkaisijalta Business Wire
FlipNpik Opens Its Private Sale to Public and Introduces Fiat-Based Payment Gateway19.7.2018 11:00 | Tiedote
In an unprecedented move, FlipNpik, the blockchain-powered social media platform for local businesses, democratises its private sale and allows everyone to enjoy the privileges and bonuses traditionally reserved only for the large investors. Known as 'whales', these powerful investors typically enjoy large bonuses during the private sale phase of ICOs (Initial Coin Offerings). FlipNpik now turns this practice on its head by eliminating the large investment required to benefit from the 'whale' bonus, which offers up to 100% bonus of FNP (FlipNpik) tokens to the public, leveling the playing field for small investors. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180719005283/en/ Monetize your social media posts by supporting local shops (Graphic: Business Wire) Deploying one of the first fiat-based payment gateways using money transfers to facilitate ICO payments, FlipNpik also allows the larger community who may be new to bu
Pat Johnson Joins UniPrint Team in Europe19.7.2018 10:35 | Tiedote
UniPrint.net announced today that Pat Johnson has joined the company to support and develop their EMEA Partner Program, as well as with the promotion of their highly successful Cloud solutions UniPrint Infinity™ and ePRINTit™. Pat brings with him 20 years of experience at Xerox UK where he was instrumental in engaging with software vendors to support Xerox Connectkey products and Xerox Business Partner Channels. In joining UniPrint.net, Pat is well placed to support the continued growth of UniPrint.net EMEA Partners with the UniPrint product portfolio. Pat will hold the new position of MPS Partner & Strategy Manager EMEA, continuing UniPrint’s success in engaging valued business partners towards a modern approach for Software as a Service (SaaS) and Cloud printing solutions. Pat comments: “I am excited to start a new challenge within UniPrint.net and I look forward to working with the EMEA team to further develop their Partner Program. I am fortunate to be joining a respected company w
The Poseidon Foundation: Liverpool Bids to Be First ‘Climate Positive’ City by End of 202019.7.2018 10:34 | Tiedote
The Poseidon Foundation (“Poseidon”) have signed a ground-breaking partnership with Liverpool City Council in a bid to make Liverpool the world’s first climate positive city by the end of 2020. The city council has signed an agreement with Poseidon to integrate its ground-breaking blockchain-powered platform into Liverpool’s day to day operations. Poseidon’s technology offsets the carbon impact of any product or service by transparently supporting essential forest conservation projects, allowing individuals, organisations and governments to reverse the impact of climate change every day through their activities. Poseidon will be moving its operations to the city in order to play a key role in Liverpool’s new climate positive strategy, which will be trialled over the next 12 months. Poseidon, who are already working closely with Liverpool company BAC Mono to create the world’ first climate positive car, will work with local schools, universities and businesses to develop educational pro
Elliott Advisors (UK) Statement on thyssenkrupp AG19.7.2018 10:30 | Tiedote
Funds advised by Elliott Advisors (UK) Limited (“Elliott”) are significant shareholders in thyssenkrupp AG (“thyssenkrupp” or the “Company”). Elliott notes recent press coverage referencing the contents of a private letter Elliott sent to the thyssenkrupp Supervisory Board yesterday morning. In order to avoid any misunderstandings or misrepresentations of its substance, Elliott is hereby making the full text of the letter public. *** The Members of the Supervisory Board thyssenkrupp AG thyssenkrupp Allee 1 45143 Essen 18 July 2018 Ladies and Gentlemen, We note the resignation of Professor Dr. Ulrich Lehner as chairman of the Supervisory Board of thyssenkrupp AG. When we met with Professor Lehner in Essen on 27th June he and we assured each other of our desire to develop a constructive working relationship. Professor Lehner’s comments in the interview he gave to Die Zeit on 12th July suggest that he did not give those assurances in good faith. In the course of the interview with Die Zei
Albar Capital Deploys FlexNOW19.7.2018 10:30 | Tiedote
FlexTrade (@FlexTrade) today announced that Albar Capital Ltd., a new hedge fund led by Javier Velazquez (formerly of Millennium Capital Partners LLP), is now trading equities and futures using FlexNOW, FlexTrade’s new execution management system. “The FlexNOW team was instrumental in solving several of our problems,” said Jason Ruder, Trader at Albar Capital. “Not only are they helping us with our compliance requirements, they are also responsive to requests that improve my workflow.” According to Rhyd Lewis, FlexNOW Product Manager, FlexNOW’s quick onboarding and easy installation process was critical for Albar Capital’s launch on 2 July. “We had no problem integrating FlexNOW with Albar’s portfolio and risk management platform, Paladyne, which allows Fund Managers to route orders to the dealing desk,” said Lewis. “Additionally, Albar has connectivity to their executing venues via FlexTrade’s zero-touch broker network.” Multi-Asset, MiFID II Compliant Trading Designed to handle tradi
Entersekt Signs on to Mobile Connect19.7.2018 10:00 | Tiedote
Entersekt, an innovator in mobile-first fintech solutions, today announced it has signed an agreement with the GSMA to offer Mobile Connect to its institutional customers. Developed by the mobile industry as a universal mobile-device–based authentication service, Mobile Connect allows consumers across the globe to access their digital accounts via a single login. Users of the service do not have to remember multiple usernames and passwords. Instead, they identify themselves with their unique mobile number, together with a second factor like a PIN or biometric scan when additional security is required. Entersekt already offers advanced authentication and app security solutions, but the company believes Mobile Connect could help it address several increasingly urgent challenges banks face in streamlining customer-facing digital interactions. The service can facilitate the sharing with digital service providers of mobile-operator–held user and device data – and it is contextual informatio
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