ZURICH, January 16, 2015 /PRNewswire/ --
During this meeting, Saint-Gobain presented constructive
proposals to the Sika Board of Directors and Management to reassure
them about Sika's continued development under the best possible
conditions and to implement the synergies identified, as quickly as
possible after the closing, in the interests of all the
shareholders.
With its new shareholder Saint-Gobain, Sika will continue its
development under the same conditions as those that have
underpinned its success.
Sika will remain a Swiss company listed on the Swiss Stock
Exchange and its headquarters will remain in Baar. Saint-Gobain has
no intention of making an offer for the remaining shares. The
current development and financial policies will be confirmed. There
will be no reduction in Sika's business portfolio, and Saint-Gobain
will not be contributing its mortar business which contribution
would deprive Saint-Gobain from the benefits of the synergies.
Saint-Gobain has complete confidence in the local managers and
teams in the various countries to pursue Sika's growth in the best
interests of all its employees and its shareholders.
Saint-Gobain presented a method to specify and implement
synergies after the closing and thus provide Sika with additional
growth and profitability.
It has become abundantly apparent from the analyses made both by
Sika and by Saint-Gobain's management that the tie-up between the
two companies will generate annual synergies of at least
150 to 180 million euros. To
implement these synergies, there is no need to contribute
Saint-Gobain's mortar business to Sika.
The great majority of the synergies will derive from growth and
development in complementary markets, together with purchasing
synergies. There will therefore be no reorganization. On the
contrary, the tie-up between Sika and Saint-Gobain is an
opportunity to meet the needs for expertise in both companies and
for their employees to benefit from a broader context.
Saint-Gobain has proposed that joint teams be established in a
few countries to specify on the ground the concrete sources of
synergies to be exploited as soon as possible after the closing.
The teams will be supported by a small central team in the areas of
purchasing, R&D, sales and development, making it possible to
detect best practices to be rolled out across the board. Such a
light structure will make it possible to respect the decentralized
nature of both companies.
After the closing, a governance structure will be set up to
guarantee an equitable distribution of the synergies to benefit all
Sika shareholders.
Naturally, the Board of Directors will include a majority of
representatives from Saint-Gobain, the controlling shareholder. It
will also include strong representation from independent directors
some of whom will be elected directly by the shareholders holding
bearer shares. The breakdown of the synergies and the transactions
between Sika and Saint-Gobain will be made on an arm's-length and
fair basis, as is done frequently within a single organisation, and
as is already the case at Sika between its various countries. These
transactions will be submitted to the Board of Directors or
performed in accordance with rules approved by the Board of
Directors.
For 350 years, Saint-Gobain has been the worldwide industrial
reference for value added products for the Habitat and industrial
markets. Saint-Gobain is today one of the world's 100 leading
industrial companies and one of the world's 100 innovation
leaders*.
These constructive proposals will facilitate the rapid
implementation of the synergies recognized by all. They respect
Sika and its teams' identity in its tie-up with Saint-Gobain.
Saint-Gobain is confident that they will therefore enable this
worldwide leader of construction chemicals and adhesives to
increase even more its growth and improve its profitability to the
greatest benefit of its employees and all its shareholders.
* Reuters 2014 ranking.
ABOUT SAINT-GOBAIN
In 2015, Saint-Gobain is celebrating its
350th anniversary, 350 reasons
to believe in the future. Backed by its experience and its capacity
to continuously innovate, Saint-Gobain, the world leader in the
habitat and construction market, designs, manufactures and
distributes high-performance and building materials providing
innovative solutions to the challenges of growth, energy efficiency
and environmental protection. With 2013 sales of €42 billion,
Saint-Gobain operates in 64 countries and has nearly 190,000
employees. For more information about Saint-Gobain,
visit http://www.saint-gobain.com and
the twitter account @saintgobain.
Analyst/Investor Relations Media Relations
Gaetano Terrasini +33-1-47-62-32-52 Sophie Chevallon +33-1-47-62-30-48
Vivien Dardel +33-1-47-62-44-29 Susanne Trabitzsch +33-1-47-62-43-25
Marine Huet +33-1-47-62-30-93
SOURCE Saint-Gobain