* Axalta and Akzo Nobel call off merger talks
* Nippon Paint makes all-cash offer for Axalta - sources
* Nippon Paint shares down 4.5 pct prior to suspension (Adds Nippon Paint's official confirmation)
By Greg Roumeliotis and Toby Sterling
NEW YORK/AMSTERDAM, Nov 21 (Reuters) - Nippon Paint Holdings Co Ltd made an all-cash offer on Tuesday to acquire U.S. coatings company Axalta Coating Systems Ltd, two people familiar with the matter said, ending merger talks between Axalta and Dutch peer Akzo Nobel.
Nippon Paint confirmed it has made "a proposal" to Axalta but declined to give details, adding there is no assurance the two will reach any agreement.
Axalta and Akzo Nobel said earlier on Tuesday they had ended negotiations about a "merger of equals" because they were unable to reach terms.
Axalta, whose largest shareholder is Warren Buffett's Berkshire Hathaway Inc, said it continued to pursue other "value-creating alternatives" although it did not disclose Nippon Paint's role, if any, in the termination of the discussions.
Nippon Paint, Japan's biggest paint supplier and 39 percent owned by Singapore-based investment company Wuthelam Holdings Ltd, made the all-cash offer at a premium to where Axalta shares ended on Monday at $33.54, one of the sources said. The offer was credible enough for Axalta to end negotiations with Akzo Nobel, the source added.
It was not clear how far the negotiations with Nippon Paint would progress, and Axalta could also choose to engage in deal talks with other interested parties, the second source said.
Axalta has a market capitalization of $8.2 billion while Nippon Paint has a market capitalization of 1.2 trillion yen ($10.7 billion).
Nippon Paint shares fell 4.5 percent on Wednesday morning before trade was suspended in the wake of the Reuters report. The Osaka-based company has previously expressed a desire to expand in the United States and Europe to become a "global paint major".
Axalta shares reversed losses in extended trading hours in New York after Reuters reported on Nippon's offer, to trade up 3.3 percent at $35.01.
For Akzo Nobel, the breakdown in the talks with Axalta marks the end of a difficult year in which it rejected a 26 billion euro ($30.5 billion) takeover offer from PPG Industries Inc , in favor of a standalone plan.
Based on Dutch takeover rules, PPG could return with a new offer as early as next month. However, PPG CEO Michael McGarry has indicated his company is no longer interested after Akzo Nobel spurned three offers in March and April.
Akzo said in a statement it would now continue to pursue that strategy of selling or seeking a stock market listing for its specialty chemicals division, which has an estimated value of up to 10 billion euros.
Akzo Nobel promised to return the "vast majority of proceeds to shareholders".
The failure of the talks comes days before Akzo Nobel's shareholders are to meet on Nov. 30 to approve the demerger of its specialty chemicals arms.
Since PPG walked away in June, former Akzo Nobel CEO Ton Buechner and former CFO Maëlys Castella have resigned, citing health reasons, while Chairman Antony Burgmans is due to retire in April.
Akzo Nobel's new CEO, Thierry Vanlancker, said in a statement on Tuesday the company remained focused on the strategy developed under Buechner and Burgmans.
For Nippon Paint, an Axalta deal would help it crack open the U.S. market and boost earnings from automotive coatings, SMBC Nikko Securities analyst Shinobu Takeuchi wrote in a note to clients on Wednesday.
"However, we would focus on how the firm plans to execute an all-cash buyout, which would demand considerable capital," the Tokyo-based analyst said.
In March, Nippon Paint acquired U.S. paint company Dunn-Edwards Corp for $608 million.
Reporting by Greg Roumeliotis in New York and Toby Sterling in Amsterdam; Additional reporting by Taiga Uranaka in Tokyo; Editing by Clive McKeef and Stephen Coates