March 28, 2017 / 6:39 AM / 4 months ago

Akzo Nobel aims to soothe shareholders over PPG rejection

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FILE PHOTO: AkzoNobel's logo is seen in Amsterdam, Netherlands, February 16, 2012.Robin van Lonkhuijsen/United Photos/File Photo

AMSTERDAM (Reuters) - Dutch paints maker Akzo Nobel (AKZO.AS) said it will raise its financial targets and detail plans for its chemicals division next month, as it seeks to win over shareholders and avoid a takeover by U.S. rival PPG Industries (PPG.N).

Akzo said it will announce the plans on April 19 and also brought forward the release of its first quarter earnings to that date, giving investors a week to digest its case for remaining independent before the company's annual meeting on April 25.

Akzo's biggest shareholder, other investors and analysts have called for the company's boards to engage in talks with PPG after they rejected the U.S. company's 24.2 billion euro ($26 bln) takeover proposal on March 20.

"Our new strategy will further unlock the value within the company, including the creation of two focused businesses," Akzo CEO Ton Buechner said in a statement. It will "deliver improved profitability and additional long-term value creation for shareholders, employees (and) customers," he said.

The company said it would unveil plans for selling or floating its chemicals division, which accounts for about a third of company sales and profits and has been estimated to have a standalone value of around 8 billion euros.

Under Dutch law, Buechner is required to consider other interests alongside shareholders' when making major corporate decisions. Akzo's labor unions have said they support management and oppose a PPG takeover, fearing job cuts.

Some analysts were skeptical that the April 19 presentation would change many minds.

KBC Securities' analyst Wim Hoste said Akzo's current financial targets were already conservative and could easily be upgraded. But the sale of the company's chemical division by itself would not actually improve prospects.

"It's a more capital intensive business than paints and coatings, but its not clear why selling it would improve prospects for the rest of the business," he said. A re-rating of shares for Akzo Nobel and a carved-out chemicals business would likely come years in the future if at all.

PPG's cash-and-shares proposal is worth around 89 euros per share at current prices, while Akzo is trading at 78.22 euros per share, signaling that investors have serious doubts PPG's bid will succeed.

One hedge fund manager told Reuters he had been in contact with PPG's CEO Michael McGarry and decided to stay away.

"PPG really want to do a deal, but they're not going to wait around forever," he said.

He said he was worried about "serious antitrust issues" if PPG, the world's biggest coatings maker, and Akzo, the number two, combine and that it would be difficult to get a deal done in the Netherlands amid rising protectionist attitudes.

PPG could not be reached for comment on Tuesday.

Michael Wegener, managing partner at Hong Kong-based hedge fund Case Equity Partners, who has invested 6 percent of his fund's assets in Akzo, told Reuters he thought PPG would respond before the shareholders' meeting.

He said he thinks other event-driven hedge fund managers, which bet on company deals, were continuing to accumulate Akzo shares.

That raises the possibility of fireworks at Akzo's general meeting. While Dutch anti-takeover measures are generally considered to be robust, Akzo has an unusual arrangement, dating from before 1928. It gives four members of the supervisory board, notably Chairman Antony Bergmans, a former co-CEO of Unilever, control over Akzo's board appointments.

On Monday, Elliott Advisors, one of Akzo's largest shareholders with a 3.25 percent stake, said that arrangement was not as powerful a weapon as it would seem.

"We believe shareholders hold the power to remove supervisory board and management board members," Elliott said in a statement.

If relations between Akzo's shareholders and management deteriorate to that point, the dispute would likely end up in a Dutch court, which has generally favored management in recent disputes.

About 7 percent of Akzo Nobel's shareholders are Dutch, while 11 percent of its 46,000 workforce is based in the Netherlands.

(This story was refiled to add dropped 't' in Elliott in para 19)

Reporting by Toby Sterling and Maiya Keidan; Editing by Mark Potter and Susan Fenton

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