Axalta Coating Systems Amends Merger Agreement with Akzo Nobel Ahead of Shareholder Vote

Multi-Step Transaction Structure with Subsidiary Mergers

The proposed transaction between Axalta and Akzo Nobel involves a two-step merger structure using specially created subsidiary entities. According to the disclosure, Eagles MergeCo Ltd., an exempted Bermuda company, will merge with and into Axalta, with Axalta continuing as the surviving company in the first step. Subsequently, Axalta will merge with and into Eagles Holding Ltd., another exempted Bermuda company, with Eagles Holding Ltd. continuing as the surviving entity in the second merger. This multi-step approach is a common structure in cross-border transactions and allows the acquirer to facilitate integration while managing legal and operational considerations.

The merger subsidiary entities have been established as wholly-owned subsidiaries within the Akzo Nobel corporate structure. Eagles MergeCo Ltd. serves as a direct subsidiary of Eagles Holding Ltd., which is itself wholly owned by Akzo Nobel. The filing confirms that both Merger Sub and Merger Sub 2 are exempted companies limited by shares incorporated under Bermuda law. This subsidiary structure enables the transaction parties to effect the combination while maintaining flexibility in the post-closing corporate organization.

Evolution of Merger Documentation Through Multiple Amendments

The original merger agreement between Axalta and Akzo Nobel was executed on November 18, 2025. Since then, the transaction documents have been modified through two formal amendments and two joinder agreements executed by the parties. The first amendment to the merger agreement was dated May 27, 2026, followed by joinder agreements on July 13, 2026, which brought the subsidiary entities into the transaction framework. The most recent modification was the second amendment to the merger agreement, dated July 23, 2026, which Axalta characterized as requiring supplemental disclosure to shareholders.

The company's disclosure notes that these amendments and joinder agreements are now part of the operative merger agreement governing the transaction. The definitive proxy statement filed on June 24, 2026, preceded these later amendments. Axalta determined to voluntarily supplement its prior proxy filing to ensure shareholders have current information about the transaction structure as modified by these subsequent amendments. The company explicitly stated that these supplemental disclosures do not change the consideration to be paid to shareholders or the timing of the special meeting, suggesting the amendments addressed operational or structural matters rather than economic terms.

Updated Terminology and Defined Terms for Shareholder Materials

In connection with the second amendment and related joinder agreements, Axalta updated the definitions section of its proxy materials to provide clarity on the various transaction documents. The company added new defined terms including "first merger agreement amendment," "joinder agreements," and "second merger agreement amendment," establishing precise references to the specific transaction documents executed on the dates noted in the disclosure. These definitional updates ensure that shareholders reading the proxy materials can accurately understand which document is being referenced when transaction details are discussed.

The definitions of existing terms such as "merger agreement," "merger agreement amendments," "Merger Sub," and "Merger Sub 2" were also amended to reflect the additional amendments and the proper subsidiary entity names and structures. The updated definition of "merger agreement" now encompasses the original agreement dated November 18, 2025, as amended by the first merger agreement amendment, the second merger agreement amendment, and the joinder agreements. Similarly, the definition of "Merger Sub" was clarified to specify that it refers to Eagles MergeCo Ltd., an exempted Bermuda company that is a direct wholly-owned subsidiary of Merger Sub 2.

Shareholder Meeting Details and Voting Instructions

Axalta shareholders are scheduled to vote on the proposed merger at a special meeting to be held virtually on August 5, 2026, at 9:00 a.m. Eastern Time. The meeting will be conducted via the internet at www.proxydocs.com/AXTA, with additional information about attendance contained in the definitive proxy statement. The disclosure confirms that Axalta shareholders will be asked to vote on multiple proposals, including a specific proposal to approve and adopt the merger agreement as amended by the merger agreement amendments and as it may be further amended.

The company noted that shareholders who have not yet submitted a proxy should do so promptly. Importantly, the disclosure clarifies that previously submitted proxy cards or voting instructions remain valid and are not affected by the supplemental disclosures in the current report. No action is required from shareholders who have already delivered a proxy and do not wish to revoke or change their voting instructions. The Axalta Board continues to unanimously recommend that shareholders vote "FOR" each of the proposals to be voted on at the special meeting, including the merger agreement approval.

Board's Continued Recommendation and Transaction Status

The Axalta Board of Directors has reiterated its unanimous recommendation that shareholders vote in favor of the merger agreement and related proposals. This consistent recommendation, maintained throughout the evolution of the transaction documents, signals the Board's confidence in the transaction terms and structure despite the subsequent amendments and modifications. The Board's continued support for the transaction provides an important signal to shareholders regarding management and director sentiment about the proposed business combination.

The disclosure explicitly states that the supplemental updates do not constitute an admission of legal necessity or materiality under applicable laws regarding the disclosed information. This language is typical in corporate disclosure practice and protects the company from having its voluntary supplemental updates construed as evidence that certain matters were material or legally required to be disclosed. The company characterized the updates as voluntary supplemental disclosures designed to ensure shareholders have comprehensive information as they prepare to vote.

No Changes to Transaction Economics or Timing

Axalta emphasized that the supplemental disclosures contained in the current report do not change the consideration to be paid to shareholders in connection with the proposed merger or the timing of the special shareholder meeting. This statement provides assurance to shareholders that the economic terms of the transaction remain unchanged despite the amendments and modifications to transaction documents. The consideration structure, which was presumably outlined in the definitive proxy statement filed on June 24, 2026, remains as previously disclosed to shareholders.

The maintenance of the August 5, 2026 meeting date indicates that the transaction timeline has not been extended or delayed by the need for supplemental disclosure. Shareholders can proceed with their voting preparations confident that no material changes to transaction economics or timing have occurred. This stability in key transaction parameters helps shareholders make voting decisions based on the economic terms and timeline previously disclosed in the definitive proxy materials.

Regulatory Filing and SEC Compliance Framework

Axalta filed this disclosure as a Form 8-K current report under the Securities Exchange Act of 1934, specifically indicating that it constitutes written communications pursuant to Rule 425 under the Securities Act. Rule 425 permits written communications concerning an acquisition transaction, provided certain conditions are met. The company's use of this filing form demonstrates compliance with SEC rules regarding disclosure of material updates to shareholder communications in connection with pending merger transactions.

The disclosure confirms that the original merger agreement was preceded by an initial Form F-4 registration statement filed by Akzo Nobel on May 28, 2026, which included Axalta's preliminary proxy statement. Axalta subsequently filed the definitive proxy statement on June 24, 2026. The current supplemental disclosure ensures that shareholders have the most current information available when they prepare to cast their votes at the special meeting scheduled for August 5, 2026.

Proxy Statement Reference Materials and Document Integration

The current report explicitly directs shareholders to review the supplemental disclosures in conjunction with the definitive proxy statement filed on June 24, 2026. Where information in the current report differs from or updates information contained in the definitive proxy statement, the information in the current report supersedes or supplements the earlier proxy disclosure. The company notes that all page references in the supplemental disclosure correspond to pages in the definitive proxy statement, facilitating cross-reference for shareholders seeking to locate specific transaction information.

Axalta noted that within amended and supplemented paragraphs from the definitive proxy statement, new text is presented in bold and underlined formatting, while deleted text is shown with strikethrough formatting. This technical presentation approach helps shareholders identify exactly what has changed since the definitive proxy statement was filed. The company's approach to supplemental disclosure emphasizes completeness and transparency, providing shareholders with both the original proxy information and the specific changes made in response to the later amendments and joinder agreements.

Questions and Answers Section Updates

The company updated its "Questions and Answers" section, beginning on page 11 of the proxy statement, to reflect the amended merger agreement and related documents. Specifically, the disclosure relating to shareholder approval of the merger agreement was updated to refer to the merger agreement "as amended by the merger agreement amendments and as it may be further amended from time to time." This language acknowledges the existing amendments while leaving open the possibility of future modifications, though no such modifications have been disclosed at this time.

The updated Q&A section clarifies that shareholders are voting on the merger agreement as modified by the first and second amendments and the joinder agreements, and also confirms that shareholders will be voting on the Bermuda statutory merger agreements to be entered into by Axalta, Akzo Nobel, and either Merger Sub or Merger Sub 2, as applicable. The form of the Bermuda statutory merger agreements was attached as an exhibit to the proxy statement, allowing shareholders to review the subsidiary merger documents alongside the primary merger agreement.