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Dulux-maker Akzo fights off unwanted PPG takeover bid


Azko defied pressure from shareholders to negotiate. Photo: Bloomberg

Azko defied pressure from shareholders to negotiate. Photo: Bloomberg

Azko defied pressure from shareholders to negotiate. Photo: Bloomberg

In the end, Akzo Nobel NV chairman Antony Burgmans refused even a five-minute phone call with the head of rival-turned-suitor PPG Industries.

So deep-rooted was his determination to keep the Amsterdam-based maker of products including Dulux paints independent that over the course of three months, he resisted multiple takeover overtures by PPG chief Michael McGarry.

These included ever-higher bids, personal visits to the Dutch capital and lengthy letters. In the process, the 70-year-old Dutchman also overcame an attempt by Elliott Management to remove him in order to jump-start talks with PPG.

It wasn't to be. Yesterday, the Pittsburgh-based company pulled its proposal, with McGarry calling time after Burgmans declined yet another offer to engage. Even a last-ditch effort to sweeten the $29.5bn offer couldn't breach Burgmans's defences.

"Burgmans won the battle by keeping his back straight and not bending,'' Joost van Beek, an analyst at Theodoor Gilissen Bankiers, said. "It was clear the company just didn't want this transaction." Burgmans emerged as the man to be wooed for PPG, and a hurdle to be dislodged for Elliott. Under his stewardship, Akzo Nobel rejected the US company's third takeover bid on May 8, defying pressure from shareholders to negotiate.

With the offer pulled, the onus falls to Burgmans and Akzo CEO Ton Buechner to convince shareholders that they acted in their better interest, as the two managers set to work splitting up the company along two distinct lines: paint and specialty chemicals.

McGarry made multiple attempts to reel in the other side. He flew to Amsterdam to drum up public backing for his bid, then returned a few weeks later to Rotterdam, where he met Burgmans and Buechner at a non-descript airport hotel. In the course of a 90-minute conversation, he came up empty.

Burgmans's hand was strengthened when a court this week rejected a petition by Elliott, billionaire Paul Singer's New York hedge fund, to force a shareholder vote on firing the chairman.

The fund claimed he was in "flagrant breach" of his duties to investors for rejecting PPG's offers. Elliott declined to comment on Akzo or its view on the bid failing.

PPG's frustration was palpable in the statement that laid out the retreat. Akzo's board had "consistently refused to engage" and didn't respond to calls or letters, McGarry said.

The US company even made a final effort in recent days to bring Akzo Nobel to the negotiating table, offering to pay a €600m breakup fee if regulators rejected the deal. In addition to the possibility of raising its offer, PPG said yesterday it would consider paying Akzo Nobel shareholders a "ticking fee" of 10 cents a share every month of delay in closing a deal. (Bloomberg)

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