Shareholders seek to oust AkzoNobel chairman

Antony Burgmans

Dutch paints giant AkzoNobel, which has rejected a $24 billion takeover proposal from Pittsburgh-based rival PPG Industries, said it received a request from shareholders led by Elliott Advisors to hold an extraordinary general meeting (EGM) to dismiss Antony Burgmans as chairman.

AkzoNobel said the “proposed agenda item to remove Mr. Burgmans will be rejected.”

AkzoNobel also said it became aware on April 11 that Elliott Advisors “intended to privately share potentially price sensitive information with PPG” about its decision to request an EGM.

AkzoNobel said it has shared this information with the Dutch Authority for the Financial Markets (AFM) and called on Elliott Advisors and PPG to clarify their relationship and the history of the communications between the two companies.

“The request (for an EGM) was received from a number of shareholders led by Elliott Advisors,” said AkzoNobel.

“Elliott Advisors has stated it became a shareholder in AkzoNobel in December 2016.

“The supervisory board strongly supports Mr. Burgmans in his role as chairman.

“His unique experience of international business and global transactions is crucial to the company.

“He has played an important role in overseeing and supporting management in the transformation of the company in recent years, contributing to its significantly improved performance.

“The view of the supervisory board is that the removal of Mr. Burgmans would be irresponsible, disproportionate, damaging and not in the best interest of the company, its shareholders and other stakeholders.

“Therefore the proposed agenda item to remove Mr. Burgmans will be rejected.

“In accordance with Dutch company law, the board will consider the proposal to hold an EGM and respond within the statutory 14 days.”

AkzoNobel has said it would prefer to sell or float its chemicals division instead of merging with PPG.

The Dutch firm has refused to talk to PPG about its cash and stock takeover proposal despite being urged to by shareholders who control up to 25% of its stock.

AkzoNobel said it welcomed constructive dialog with all shareholders and that it was currently actively engaged in discussions with many shareholders.

“AkzoNobel has engaged fully with Elliott Advisors during recent weeks, including meetings with the CEO, CFO and chairman of the supervisory board of AkzoNobel,” it said.

AkzoNobel’s supervisory board also reiterated its position on other matters:

  • AkzoNobel will hold an investor update event on April 19, where it will outline “a new strategy and updated financial guidance, including plans for the creation of two focused businesses and enhanced long-term value creation for shareholders and all stakeholders.”
  • AkzoNobel believes that engaging with PPG “on the basis of an unacceptable proposal carries the potential of significant downside for the company including its shareholders and other stakeholders.”
  • The latest proposal from PPG “continues to significantly undervalue AkzoNobel and does not substantively address any of the concerns, risks and uncertainties AkzoNobel raised in its response to the first proposal.”
  • AkzoNobel and its boards “have fulfilled their fiduciary duty to consider the interests of all stakeholders including shareholders in the evaluation and rejection of two unsolicited proposals from PPG and have done so consistently throughout this process.”
  • This request from Elliott Advisors “does nothing to affect the fundamental inadequacies of PPG’s proposals or AkzoNobel’s current position.”