Akzo Nobel NV said it would consider PPG Industries Inc.’s new unsolicited $28.8 billion takeover bid, which the U.S. rival extended with “one last invitation” for Europe’s largest coatings company to negotiate a deal.

Producers of coating materials are continuing to attract buyer interest. Recent acquisitions include: Axalta Coating Systems' (NYSE: AXTA) agreement with The Valspar Corp. (NYSE: VAL) and The Sherwin-Williams Co. (NYSE: SHW) to acquire Valspar’s North American industrial wood coatings business for nearly $420 million; TA Associates backed coatings supplier Ideal Cures Private Limited; Axalta Coating Systems Ltd. (NYSE: AXTA) has purchased Netherlands distributor Geeraets Autolak; Audax Private Equity-backed Innovative Chemical Products (ICP) bought adhesives maker Fomo Products Inc.; and PPG (NYSE: PPG) is acquiring MetoKote Corp.

Akzo Nobel will “carefully review and consider” the proposal, the Amsterdam-based company said in a statement Monday. PPG earlier offered Akzo shareholders cash and stock valued at 96.75 euros a share including a dividend that Akzo plans to pay, the Pittsburgh-based company said in a statement, adding it’s a 50 percent premium over the unaffected closing price March 8. PPG’s previous, sweetened bid valued Akzo Nobel at 90 euros a share with the dividend.

“We are extending this one last invitation to you and the AkzoNobel boards to reconsider your stance and to engage with us on creating extraordinary value and benefits for all of AkzoNobel’s stakeholders,” PPG Chief Executive Officer Michael McGarry said in a letter to Akzo Nobel. The CEO has said he won’t rule out making a hostile offer directly to Akzo shareholders.

PPG CEO Michael McGarry (left) makes new offer to acquire Akzo, led by CEO Ton Buechner (right).
PPG CEO Michael McGarry (left) makes new offer to acquire Akzo, led by CEO Ton Buechner (right). Bloomberg News

With the new offer, Akzo CEO Ton Buechner faces growing pressure to negotiate with PPG after rejecting March 22 the previous sweetened proposal as too low and not in the interests of shareholders, customers or employees. The CEO has since announced a plan to split the company in two and reward shareholders with a higher dividend, saying it offered more value than PPG’s offer. The bidder said its new offer is superior to that plan.

PPG, anticipating an objection from Akzo, said it would be willing to pay a “significant” breakup fee to the Dutch company if antitrust regulators block the transaction.

“PPG is ready to commit to a mutually agreed level of divestitures as may be reasonably necessary to meet those requirements,” it said. The company also said the Dutch company’s European production facilities wouldn’t be relocated to the U.S.

“If Akzo Nobel continues to refuse to engage, PPG may opt to retreat and relaunch its offer in 2018-2019, once the chemicals spin is out of the way,” Jefferies analysts including Laurence Alexander said in a note. “This strategy would run the risk, however, of another potential suitor emerging.”

Activist Akzo Nobel shareholder Elliott Advisors and other investors have called on Akzo Nobel to engage with its U.S. suitor.

Akzo rose 5.3 percent to 82.37 euros at 1:15 p.m. in Amsterdam. PPG fell 0.4 percent Friday to close at $105.94 in New York, giving the company a market value of $27.2 billion.

Bloomberg News