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Elliott Management Seeks to Remove Akzo Nobel Chairman

An employee walks through the Akzo Nobel NV paint production facility in Sassenheim, Netherlands.
Jock Fistick | Bloomberg | Getty Images
An employee walks through the Akzo Nobel NV paint production facility in Sassenheim, Netherlands.

LONDON — The hedge fund Elliott Management said on Wednesday that it would seek to replace the chairman of Akzo Nobel, the Dutch paint and chemicals company, in an increasingly acrimonious fight over whether the company should discuss a takeover with its American rival, PPG Industries.

Akzo Nobel, the maker of Dulux paint, Eka bleaching solutions and Interpon powder coatings, twice rejected takeover offers from PPG last month and has declined further discussions. The latest cash-and-stock offer was worth 22.5 billion euros, or about $24 billion.

Elliott Management, the American hedge fund founded by the billionaire Paul E. Singer, has been pressuring the Dutch company over a merger since the first approach became public in early March.

More from The New York Times:
Akzo Nobel, Maker of Dulux Paint, Rejects 2nd Offer From American Rival
Maker of Dulux Paint Rejects $22 Billion Takeover Bid From American Rival
Kraft Heinz Withdraws $143 Billion Offer to Merge With Unilever

Akzo Nobel has refused to budge, saying that the offers significantly undervalued the company and that PPG has taken no steps to address antitrust issues and other concerns. PPG owns the Glidden, Olympic and Pittsburgh Paints brands.

On Wednesday, Akzo Nobel said it had been informed that an Elliott-led group of shareholders planned to seek a special meeting to replace Akzo Nobel's chairman, Antony Burgmans.

Elliott, which says it owns more than 3 percent of Akzo Nobel, separately confirmed it had made the request on Monday, saying shareholders representing more than 10 percent of Akzo Nobel's shares supported the meeting.

Akzo Nobel said it would formally respond in 14 days as required under Dutch law.

"The view of the supervisory board is that the removal of Mr. Burgmans would be irresponsible, disproportionate, damaging and not in the best interest of the company, its shareholders and other stakeholders," Akzo Nobel said in a news release. "Therefore the proposed agenda item to remove Mr. Burgmans will be rejected."

The company also said it had learned that Elliott intended to privately share "potentially price-sensitive information" with PPG; Akzo Nobel then told Dutch regulators about Elliott's plans.

In a statement on Wednesday, Elliott said it was "aware of its various regulatory obligations, including obligations related to handling price-sensitive, or potentially price-sensitive, information."

Akzo Nobel also called for Elliott and PPG "to clarify their relationship and the history of the communications between the two companies."

The takeover approach also came against a backdrop of increasing concern in the Netherlands about foreign buyers acquiring Dutch companies, a high-profile issue in elections there last month.

Kraft Heinz briefly flirted with buying Unilever, the British-Dutch maker of Dove soap, Ben & Jerry's ice cream and Hellmann's mayonnaise, but quickly abandoned its approach amid a public backlash.

Based in Amsterdam, Akzo Nobel is one of the world's largest makers of paints and coatings, employing 45,000 people in about 80 countries. It reported revenue of €14.2 billion last year.

Since the PPG approach last month, Akzo Nobel has instead focused on its plans as a stand-alone company, including bringing forward a potential spinoff of its specialty chemical arm, which had €4.8 billion in revenue last year.

Akzo Nobel plans to update investors on its strategic outlook next week.

PPG, based in Pittsburgh, has kept up the pressure, with Michael H. McGarry, its chairman and chief executive, and other executives traveling to the Netherlands in recent weeks in hopes of wooing investors to support the tie-up.

PPG said last week that it intended to make a public offer for Akzo Nobel and planned to submit a draft offer memorandum to Dutch regulators by June 1.

In an interview last week, Ton Büchner, the Akzo Nobel chief executive, said the company remained concerned about not only the adequacy of the offer and potential antitrust issues, but the cultural fit of the two companies.

"You've seen the way they approached it, coming into the Netherlands right in the middle of the elections, creating an uproar," Mr. Büchner said.

"This was not a charm offensive that worked if it was a charm offensive," he added. "You've got a situation where this whole approach shows the difference in the two entities, and certainly it is also a risk for shareholders when you try to put two things like that together."