PPG (NYSE:PPG) today issued the following statement in connection with
its proposal to AkzoNobel (AKZA.AS:AKZOY) to form a combined company:
PPG is disappointed that AkzoNobel has once again refused to enter into
a negotiation regarding a combination of the two companies, ignoring the
best interests of its stakeholders, including long-term shareholders who
overwhelmingly support engagement. PPG can confirm that its Chairman and
CEO Michael McGarry and its lead independent director Hugh Grant met May
6 with Antony Burgmans, Chairman of the Supervisory Board of AkzoNobel,
and Ton Büchner, CEO and Chairman of the Board of Management of
AkzoNobel.
Following no feedback since PPG provided its revised proposal April 24,
PPG made yet another attempt to discuss the proposal on May 4, which
Akzo responded to on May 5 at 15.30 CET, stipulating to meet PPG only in
Rotterdam the following day, May 6 at 15.00 CET. The meeting lasted less
than 90 minutes and the AkzoNobel chairs stated at the beginning that
the meeting was solely for the purpose of reviewing PPG’s revised
proposal. Specifically, the AkzoNobel chairs stated up front that they
did not have the intent nor the authority to negotiate. They also did
not share any concerns regarding PPG’s proposal, or analysis or
comparison of their new standalone strategy versus PPG’s proposal, nor
would they entertain any questions or discussion about their plan or
analysis.
PPG continues to believe its proposal is vastly superior in shareholder
value creation and provides more certainty to employees and pensioners
than AkzoNobel’s recently announced new standalone plan. PPG’s proposal
represents a 50 percent premium over AkzoNobel’s unaffected stock price
and 24 percent premium to its stock price after the announcement of its
standalone plan. The failure of the AkzoNobel Boards to engage with PPG
to fully evaluate and discuss PPG’s proposal reflects a continued lack
of proper governance, and is another attempt to avoid a true comparison
on stakeholder impacts of PPG’s proposal versus AkzoNobel’s standalone
plan.
PPG will review the full details of AkzoNobel’s response issued today.
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 in connection with a
potential voluntary public offer by PPG for all the issued and
outstanding ordinary shares in the capital of AkzoNobel. This
announcement does not constitute an offer, or any solicitation of any
offer, to buy or subscribe for any securities. This announcement
does not constitute a decision on what actions PPG will take following
the outcome of any assessment of its options. Any offer will be
made only by means of an offer memorandum. 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.
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.
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biggest challenges, collaborating closely to find the right path
forward. With headquarters in Pittsburgh, we operate and innovate in
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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”), the terms of the proposed 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 in respect of the Transaction and AkzoNobel;
whether an agreement in respect of the Transaction will ultimately be
negotiated and executed; uncertainties as to whether AkzoNobel will
cooperate with PPG regarding the Transaction; whether AkzoNobel’s
management or supervisory boards will endorse the Transaction and
uncertainties as to successful implementation of the Transaction.
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.
Additional Information About the Proposed Transaction and Where to
Find It
An agreement in respect of the Transaction described in this press
release has not yet been executed, and this press release is neither an
offer to sell securities, a solicitation of a proxy, nor a substitute
for a registration statement or proxy statement or other filings that
may be made with the SEC. Any proxy solicitation of PPG’s shareholders
will be made through materials filed with the SEC and no offer of
securities to U.S. security holders or holders of ADRs representing
AkzoNobel shares shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended. Should an
agreement with respect to the Transaction be reached, PPG expects to
file relevant materials with the SEC, including a registration statement
on Form S-4 and a proxy statement. Investors and security holders are
urged to read all relevant documents filed with the SEC (if and when
they become available), including the prospectus and proxy statement,
because they will contain important information about the Transaction.
Investors and security holders will be able to obtain these documents
(if and when available) free of charge at the SEC’s website http://www.sec.gov,
or from PPG’s Investor Center website http://investor.ppg.com.
Participants in the Solicitation
This press release is neither a solicitation of a proxy nor a substitute
for any proxy statement or other filings that may be made with the SEC.
Nonetheless, PPG and its affiliates and their directors and executive
officers and certain employees may be deemed to be participants in the
solicitation of proxies from the holders of PPG common stock with
respect to the Transaction. Information about such parties and a
description of their interests are set forth in PPG’s 2016 Annual
Report. Additional information regarding the interests of such
participants will also be included in the materials that PPG would file
with the SEC in connection with a Transaction. These documents (if and
when available) may be obtained free of charge from the SEC’s website http://www.sec.gov or
PPG’s Investor Center website http://investor.ppg.com.
PPGMedia:Bryan Iams, +1-412-434-2181Corporate Communicationsbryan.iams@ppg.comorInvestors:Scott Minder, +1-412-434-3466Investor Relationssminder@ppg.cominvestor.ppg.com