Elliott Advisors (UK) Limited Releases Results of Akzo Nobel Shareholder Opinion Study

AMSTERDAM and LONDON and NEW YORK, March 29, 2017 /PRNewswire/ --

Elliott, a private investment firm founded in 1977, and its affiliates ("Elliott"), have a position representing over 3% of Akzo Nobel N.V. ("Akzo Nobel") making Elliott one of the Company's top 5 investors according to data available on Bloomberg. Elliott has retained leading proxy advisory firm Boudicca Proxy Consultants ("Boudicca") to evaluate the views of Akzo Nobel's institutional shareholders following the approach made by PPG Industries, Inc. ("PPG").  

The results of the shareholder opinion study further confirm and quantify what a number of institutional shareholders have already stated publicly: 94.1% of the survey respondents, representing 99.6% of the share capital that participated in the survey, stated that Akzo Nobel should engage with PPG. At this juncture, Akzo Nobel's institutional shareholders have clearly indicated their desire for engagement with PPG. It is noteworthy that to date no significant Akzo Nobel shareholder has been publicly willing to state its support for the stance of the Akzo Nobel Supervisory Board and Management Board. On this basis, Elliott can only conclude that shareholders are apparently not one of the stakeholder groups whose interests carry significant weight in the Akzo Nobel Boards' considerations.

Elliott notes Akzo Nobel's announcement that new financial guidance and an outline of the plans for the creation of two focused businesses will be provided on the 19^th of April, 2017. The upcoming three weeks are therefore the appropriate time for Akzo Nobel to sincerely engage with PPG so that a fair and objective evaluation of the two alternatives can be conducted. Akzo Nobel should immediately enter into negotiations with PPG and carefully evaluate what PPG is willing to offer in a friendly transaction against Akzo Nobel's standalone strategic alternatives.

Elliott agrees that Akzo Nobel should be given, and use, appropriate time to evaluate alternatives to a sale of the entire Company. We understand that Akzo Nobel has in fact been evaluating its strategic alternatives since 2016. As previously noted by Elliott, the evaluation of a potential separation of the Specialty Chemicals business is worthy of shareholder support. However, being given time to evaluate this and other alternatives does not mean that it is appropriate to completely ignore a bona fide offer from a respected counterparty. PPG approached Akzo Nobel on the 2^nd of March, which means that by the 19^th of April, Akzo Nobel will have had seven weeks to conduct discussions with PPG, learn what commitments might be or might not be obtainable from PPG, and evaluate PPG's best offer against Akzo Nobel's strategic alternatives. Akzo Nobel's institutional shareholder base has clearly voiced its expectation that the Boards fulfil their corporate governance duties accordingly, and the Boards owe the appropriate fulfilment of those duties to the Company's stakeholders as a whole. Akzo Nobel's refusal to engage with PPG does not achieve anything to address the interests of the Company's broader stakeholder community.

For more information, please see below: 

Boudicca conducted its study during the period between the 10^th and 24^th of March, 2017. The study involved over 1,000 telephone calls and emails with over 300 institutions, representing 49.9% of the issued share capital of Akzo Nobel. Responses were successfully gathered from institutions representing 24.6% of Akzo Nobel's issued share capital. 94.1% of the survey respondents, representing 99.6% of the issued share capital that participated in the survey, stated that Akzo Nobel should engage with PPG.  

Additional perspectives on Stichting Akzo Nobel: 

Contrary to some press reports, Stichting Akzo Nobel cannot "reappoint" the same member of the Management Board or Supervisory Board that has been removed by the will of shareholders at an EGM. Although the Stichting might technically be able to include a nomination of the individual that shareholders seek to remove, the Stichting can only use its extraordinary right to make a binding nomination by putting forward at least two nominees for each vacancy at the Supervisory Board and Management Board. Then, according to the Company's Articles of Association, shareholders can only select between those nominees in a shareholder vote, and, as a starting point, would therefore vote on the appointment of one of those two nominees.  Elliott would view it as disappointing and self-entrenching if the Stichting, which is controlled by four members of Akzo Nobel's Supervisory Board, were to nominate the same person that shareholders removed in full compliance with Akzo Nobel's constitutive documents.

About Elliott  

Elliott Management Corporation was founded in 1977 and has one of the longest track records of any private investment fund manager operating today. Employing a multi-strategy trading approach, the firm manages approximately USD 32 billion in two funds for a range of investors, including pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Elliott Management, which is headquartered in New York, has approximately 400 employees worldwide, with offices in the U.S., London, Hong Kong and Tokyo. The firm's principal objective is to generate a return which is as high as is consistent with a goal of minimizing losses during adverse financial market periods.