Members of Sika's board and group management intend to resign following completion of the transaction.
The CHF2.75bn (£1.8bn) deal involves Saint-Gobain’s purchase of Schenker Winkler Holding, owner of 16.1% of Sika’s capital and 52.4% of its voting rights.
Sika was informed of the move on Friday and said today that its board and group management have neither been involved nor consulted in connection with the proposed transaction. They do not support the change of control. “The Board neither sees the industrial logic in the transaction, nor significant synergies for Sika,” it said in a statement. “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.”
Following the acquisition, the Saint-Gobain Group will consolidate Sika in its accounts. Saint-Gobain does not intend to launch an offer for Sika’s remaining shares.
Sika’s statement added: “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 statement continued: “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.”
Sika employs more than 16,000 people in 84 countries and reported CHF5,142m in sales in 2013 (€4.3 billion). Over the past few years, the company has had average annual growth of more than 8% and demonstrated capacity for development in emerging countries; 38% of its sales are made in emerging countries).
Saint-Gobain said that the deal is expected to generate €100m in synergies as from the second year – 2017 - and €180m per year as from 2019. The deal is expected to create value by the fourth year.
The transaction is subject to clearance from the competition authorities and is expected to be finalised in the second half of 2015 at the latest.
Saint-Gobain also plans to launch a competitive process for the sale of glass packaging business Verallia.
Pierre-André de Chalendar, chairman and chief executive officer of Saint-Gobain, said: “The two transactions – the plan for which we are announcing today – will accelerate the Group’s strategic refocus on the design, production and distribution of innovative, high-performance solutions for habitat and industry.”