Today history is made: After 3.5 years, we are excited to announce that we have been able to find a positive outcome for Sika’s future after the longest lasting takeover battle in Europe.

Sika, the Burkard family and Saint-Gobain have signed agreements which terminate and resolve their dispute to the benefit of Sika and build the foundation for the future success of Sika. After the signing of these agreements and the upcoming extraordinary shareholders meeting, Sika will have achieved all its goals, by introducing a unitary share class with the principle of “one-share, one-vote”, securing its independence, as well as maintaining a solid balance sheet and financial rating.The main points of these agreements can be summarized as follows:

  • Saint-Gobain acquires Schenker-Winkler Holding AG (SWH) from the Burkard family
  • Saint-Gobain/SWH sells 6.97% stake in Sika AG (Sika) to Sika for a total consideration of CHF 2.08 billion. Saint-Gobain retains a 10.75% minority interest in Sika for a minimum of two years. Saint-Gobain will not be represented on the Board. Also, the stake held is subject to a number of restrictions which will not allow Saint-Gobain to increase its stake for six years. Also in case of a sale, shares must be first offered to Sika. Saint-Gobain is not allowed to make a public bid for Sika for six years.
  • Sika will call an extraordinary shareholders meeting (EGM), scheduled for June 11, 2018 to introduce a unitary share class, cancellation of the opting-out and the elimination of 5% transfer restriction and to cancel the 6.97% shares acquired from SWH. At this shareholders meeting Saint-Gobain will vote in favor of all these resolutions.
  • Urs F. Burkard, Jürgen Tinggren and Willi Leimer have resigned from the board of directors with immediate effect.
  • The parties terminate all legal proceedings.

 

For further details relating to these agreements, you can revert to the press release and investor presentation on our website www.sika.com.

Paul Schuler

Paul Hälg & Paul Schuler:

 

At this point we would like to extend a very special thanks to all of you. Without your commitment and dedication, this outcome would never have been possible. Our thanks also go to our shareholders and our independent board members.

Paul Hälg

The exceptional performance of all Sika employees over the last few years delivering the extraordinary performance in sales and profitability growth, and therefore largely contributing to the strong share price development, has made this solution possible.

Let’s now look forward together to a successful future with an independent Sika.

Best Regards, Paul Hälg Chairman of the Board & Paul Schuler CEO