JSW Paints to Acquire 75% Controlling Stake in Akzo Nobel India

JSW Paints has signed a definitive agreement to acquire up to 75% of the equity share capital in Akzo Nobel India Ltd (ANIL), marking a major strategic move within India’s decorative paints sector. The transaction, executed through a share purchase agreement (SPA) dated June 27, 2025, involves the acquisition of promoter shareholding from Imperial Chemical Industries Ltd and Akzo Nobel Coatings International B.V., both wholly owned subsidiaries of the global parent, Akzo Nobel N.V. The two sellers currently hold a combined 74.76% of Akzo Nobel India’s total equity shares.

As per the terms of the agreement, JSW Paints will purchase up to 34,044,335 equity shares of Akzo Nobel India at a price of ₹2,762.05 per share. If fully completed, the value of the promoter stake acquisition is expected to amount to ₹9,446.22 crore. Of the total, Imperial Chemical Industries holds 22,977,544 shares, accounting for 50.46% of the company, while Akzo Nobel Coatings International holds 11,066,791 shares, representing 24.30%. The acquisition will provide JSW Paints a controlling stake in one of the country’s longstanding players in the paints industry.

The deal triggers a mandatory open offer in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. JSW Paints will extend an offer to acquire an additional 26% of the public shareholding. Depending on the level of subscription to this open offer, JSW Paints may hold up to 100% of Akzo Nobel India’s equity post-transaction. Upon successful conclusion of the share purchase and the open offer, JSW Paints will become the new promoter of Akzo Nobel India, while the outgoing promoters will be reclassified as public shareholders, following applicable regulatory procedures.

Akzo Nobel India has notified the stock exchanges that transitional agreements related to branding and intellectual property will be executed prior to closing. Akzo Nobel N.V. will license the Akzo Nobel brand and associated IP to Akzo Nobel India for a limited duration following the transaction.

These transitional arrangements are being developed to ensure operational continuity and compliance with local disclosure requirements. Final terms of these brand and technology usage agreements will be filed with the exchanges once completed.

This move comes as part of a broader portfolio review by Akzo Nobel N.V., announced in October 2024, which focused on re-evaluating its decorative paints business in South Asia. The company’s strategy centers on concentrating resources and investment toward markets where it aims to maintain or enhance its leadership in coatings and specialty chemicals. As part of this strategic shift, Akzo Nobel has chosen to divest select operations, including the equity interest in its Indian listed subsidiary.

It is important to note that the India Powder Coatings business and the International Research Center, currently under Akzo Nobel India, are not part of this transaction. These units will continue to be owned and operated by Akzo Nobel N.V. The divestment pertains solely to the decorative paints segment managed under Akzo Nobel India and does not affect the company's industrial coatings operations.

Akzo Nobel N.V. has estimated net cash proceeds from the transaction at approximately €900 million. Of this, €500 million will be used to deleverage the company’s balance sheet, while €400 million will be allocated for a share buyback program to be launched after transaction closure. These funds are expected to support the company's realignment objectives and return value to shareholders.

The transaction is expected to close in the fourth quarter of the 2025 calendar year, subject to customary regulatory approvals, completion of the open offer, and fulfillment of conditions laid out in the SPA. During the interim period between signing and closing, both parties have agreed to operate under a standstill agreement which includes provisions for business continuity and adherence to agreed operational norms.

Morgan Stanley acted as the exclusive financial advisor to JSW Paints for this acquisition. Legal advisory services were provided by Khaitan & Co., while Deloitte was responsible for conducting the financial and tax due diligence for the transaction. The proposed acquisition represents one of the largest control transactions in the Indian paints sector and is seen as a critical step in JSW Paints’ long-term growth strategy within the decorative paints market. 

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