Commission approves merger between AkzoNobel and Axalta, subject to conditions

Commission approves merger between AkzoNobel and Axalta, subject to conditions

The European Commission has approved, under the EU Merger Regulation, the proposed merger between coating makers AkzoNobel and Axalta. The approval is conditional upon full compliance with the commitments offered by the two companies.

AkzoNobel is a Dutch multinational group that manufactures and sells paints and coatings for consumer and industrial use, and is active in over 150 countries.

Axalta, headquartered in the United States, manufactures and sells high-performance coatings systems and products and is active in over 140 countries.

The Commission's investigation

The Commission had concerns that the transaction, as initially notified, would significantly reduce competition in the markets for vehicle refinish ('VR') coatings in the European Economic Area ('EEA'). These coatings are used by garages to repair damaged or used cars. For this purpose, the paint has to match the colour of an aged vehicle as closely as possible. Obtaining the right colour relies on sophisticated scanning and matching with colour databases. This is done by the garages using equipment from the coating suppliers.

The four largest VR coatings companies jointly account for up to 80-90% of sales at EEA-level and make up most of the market in almost all EEA Member States. Axalta is the market leader in the EEA for these products, while AkzoNobel is the fourth-largest. Beyond the four largest companies, all other VR coatings suppliers have EEA-wide market shares below 5%.

In particular, the Commission's investigation found that:

• VR coatings markets are already very concentrated. Axalta and AkzoNobel together would have a very strong market position, at EEA and national levels.
• Customers, which are primarily repair garages, cannot easily switch to other VR coating suppliers, as they also use scanning and mixing equipment from their suppliers.
• Efficiencies put forward by the parties were not sufficiently substantiated or large enough to offset the potential harm.

The Commission therefore concluded that repair garages and ultimately consumers would likely face price increases due to the increased market concentration and market power of the merged company.

The proposed remedies

To address the Commission's preliminary competition concerns, AkzoNobel and Axalta offered the following remedies:

• To divest AkzoNobel's VR coatings business in the EEA to a suitable purchaser. This includes a dedicated manufacturing site for VR coatings that can handle the same volumes, as well as all other assets, transitional services agreements, IP and staff required;
• To find a purchaser that is already active in the supply of coatings or is an industrial player in a related industry.

These commitments fully address the competition concerns identified by the Commission by entirely divesting the activities of the smaller of the two players in the EEA VR coatings sector. Instead of the transaction increasing concentration, the divestiture purchaser will be able to compete with AkzoNobel's brands, production facilities and personnel.

Following the positive feedback received during the market test, the Commission concluded that the transaction, as modified by the commitments, would no longer raise competition concerns.

The decision is conditional upon full compliance with the commitments. Under the supervision of the Commission, an independent trustee will monitor their implementation.

The Commission will assess the suitability of buyers proposed by AkzoNobel and Axalta in the context of a separate buyer approval procedure. Pursuant to the commitments, AkzoNobel and Axalta can only implement the merger following the Commission's approval of a suitable purchaser.

Companies and products

AkzoNobel, headquartered in the Netherlands, is a major paints and coatings manufacturer.

Axalta, headquartered in United States, is a major coatings manufacturer.

Merger control rules and procedure

The transaction was notified to the Commission on 17 September 2026.

The Commission has the duty to assess mergers and acquisitions involving companies with a turnover above certain thresholds (see Article 1 of the EU Merger Regulation) and to prevent concentrations that would significantly impede effective competition in the EEA or any substantial part of it.

The vast majority of notified mergers do not pose competition problems and are cleared after a routine review. From the moment a transaction is notified, the Commission generally has 25 working days to decide whether to grant approval (Phase I) or to start an in-depth investigation (Phase II). If commitments are proposed in Phase I, the Commission has 10 additional working days, bringing the total duration of a Phase I case to 35 working days, such as in this case.

For more information

More information will be available on the Commission's competition website, in the public case register under the case number M.12269.

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