The Board of Directors and the Group Management of Sika were informed Friday evening, December 5, 2014, that the French Group Saint-Gobain intends to indirectly acquire all shares held by the Burkard family, Sika's current majority shareholder. If the transaction were to be closed, Saint-Gobain would control 52.4% of all voting rights and 16.1% of Sika's share capital. The Board and Group Management are informed that Saint-Gobain will not make an offer to public shareholders of Sika AG and that the transaction is subject to approval by the anti-trust authorities.
The Board and Group Management of Sika AG have neither been involved nor consulted in connection with the proposed transaction. The Board and Group Management do not support the change of control of Sika to Saint-Gobain. The Board neither sees the industrial logic in the transaction, nor significant synergies for Sika. Furthermore, the Board and the Group Management believe that shareholder value would be impaired as Sika in the planned set-up would not be able to continue its successful growth strategy.
Sika's ownership structure is unique. For historic reasons the Burkard family was able to control Sika with only 16% share in the capital. 84% is owned by public shareholders, which will not receive an offer for their shares. The trust of these shareholders has relied on the repeated public commitment of the family to act as Sika's anchor shareholder and accompany the Group in the best interest of all shareholders.
The intended transaction would bring a fundamental change. Unlike the family, Saint-Gobain is an industrial investor and numerous conflicts to the detriment of the public shareholders could arise. The non-conflicted Board members and the Group Management each independently have come to the conclusion that if the transaction materializes they are no longer in a position to serve in the best interest of the company and all its stakeholders. They have therefore decided to resign following closing of the transaction. The closing will occur once the anti-trust approval has been obtained.
A press and analysts’ conference will take place at 9 a.m at Sika Technology AG, Tüffenwies 16, 8048 Zurich. Presentations will be held by Chairman Paul Hälg and CEO Jan Jenisch.