JSW Paints has finalized a definitive agreement to obtain a stake of up to 75% in Akzo Nobel India (ANIL), representing a significant development in India’s decorative paints sector. This transaction, executed through a share purchase agreement (SPA) dated June 27, 2025, entails the acquisition of the entire promoter shareholding from Imperial Chemical Industries and Akzo Nobel Coatings International B.V.—the two parent companies that collectively own 74.76% of Akzo Nobel India.
Under the terms of the SPA, JSW Paints has committed to acquiring up to 34,044,335 equity shares, which equates to approximately 74.76% of Akzo Nobel India’s total share capital, at a price of ₹2,762.05 per equity share.
The total value of the acquisition, assuming the complete purchase of the promoter stake, is estimated at ₹9,446.22 crore. The sellers—Imperial Chemical Industries Ltd and Akzo Nobel Coatings International B.V.—currently possess 22,977,544 shares (50.46%) and 11,066,791 shares (24.30%) in Akzo Nobel India, respectively.
In accordance with regulatory obligations under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, JSW Paints will also initiate a mandatory open offer to acquire an additional 26% stake from public shareholders.
Upon the conclusion of the SPA and the open offer, JSW Paints may gain control of up to 100% of Akzo Nobel India, contingent upon the level of public participation in the offer. Following the successful completion of this transaction, JSW Paints is anticipated to be reclassified as the promoter of the company, while the existing promoters will transition to the public shareholder category.
Akzo Nobel India has notified the stock exchanges that Akzo Nobel N.V., the ultimate parent company of the sellers, plans to establish certain transitional brand and intellectual property licensing agreements with Akzo Nobel India. These agreements will permit the continued use of the Akzo Nobel brand and associated intellectual property in India for a specified duration. The execution of these agreements will occur prior to the transaction’s closing and will be disclosed to the stock exchanges in compliance with relevant regulatory standards.
This deal follows Akzo Nobel N.V.’s strategic assessment of its decorative paints business in South Asia, which was initially revealed in October 2024. During the interval between signing and closure, both parties have consented to specific interim obligations under a standstill agreement, ensuring business continuity and compliance with agreed-upon covenants.
The anticipated net cash proceeds are approximately €900 million, of which around €500 million is earmarked for deleveraging. After the closing, AkzoNobel plans to initiate a €400 million share buyback program, as stated by Akzo Nobel N.V. The India Powder Coatings business and the International Research Center, both currently part of ANIL, will remain under the full ownership of AkzoNobel.
This divestment marks the initial phase of the strategic portfolio review announced in October 2024, which aims to concentrate the company’s capital and capabilities on maintaining leading positions in key global coatings markets, according to the company. The transaction is anticipated to be finalized in the fourth quarter of 2025.
The proposed acquisition represents one of the largest control transactions in the Indian paints sector and will be executed through a combination of negotiated purchase and public open offer. Morgan Stanley served as the exclusive financial advisor to JSW Paints for this transaction. Khaitan & Co. provided legal advisory services, while Deloitte conducted financial and tax due diligence.
