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Nippon Paint Holdings Co. made a surprise counter-bid for former DuPont unit Axalta Coating Systems Ltd., derailing amicable merger talks between the U.S. company and paint maker Akzo Nobel NV as the Japanese firm attempts its biggest acquisition.

There’s no guarantee a deal will be reached, Nippon Paint said in a stock exchange statement Wednesday without disclosing the financial terms of its offer. Axalta, whose shares gained to their highest level in more than two years in New York trading Tuesday, confirmed the bid. The Philadelphia-based company had a market value of $8.25 billion (about ¥924 billion) while Nippon Paint has a market capitalization of $10.3 billion.

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