Shareholders in Akzo Nobel, the Dutch conglomerate that yesterday had its £8.1 billion (€12 billion) offer for ICI recommended by the UK company's board, remain divided after examining the terms of the agreed offer.
Akzo's shareholders will vote on whether they support the deal in late October.
The deal values ICI at about 679p a share, including 670p in cash and an extra 9p in dividends. The price represents a 44 per cent premium to ICI's price in mid-March, when Akzo's sale of a pharmaceuticals business fuelled speculation about a bid for ICI.
Akzo is aware there are dissenters. Hans Wijers, chief executive, said yesterday he would be meeting shareholders over the next two weeks to win over critics.
It is unclear exactly what percentage of the shareholders are against the offer, though 3.5 per cent holder TPG-Axon told the board two weeks ago that even 650p a share was too high.
Sources close to TPG-Axon have since said they continue to have reservations, because they see ICI as a cyclical business and believe that it is a mistake for Akzo to use the majority of its available cash just as the global economy appears to be faltering.
Paulson & Co, the US-based hedge fund well known for shareholder activism in the Netherlands, holds a stake in Akzo, but is understood to support the deal on the current terms.
The Dutch conglomerate expects the deal to generate annual pre-tax cost synergies of €280 million - well above the synergies estimated by most analysts.