Compagnie de Saint-Gobain Acquisition
September 02 2015 - 2:30AM
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RNS Number : 7761X
Compagnie de Saint-Gobain
01 September 2015
September 1, 2015
The Swiss Federal Administrative Court definitely confirms the
validity of the clause in Sika's by-laws ("opt-out") exempting
Saint-Gobain from making a mandatory public takeover bid
Saint-Gobain welcomes the final appeal ruling handed down by the
Federal Administrative Court on 27 August, 2015, confirming the
validity of the opt-out clause in Sika's by-laws and expressing no
reservations about its application to Saint-Gobain's acquisition of
all shares of Schenker--Winkler Holding (SWH). This is the fifth
decision by a competent authority confirming this validity,
following the decisions handed down by the Swiss Takeover Board
(TOB) and FINMA earlier this year.
Once again, another key argument put forward by Sika's Board of
Directors has collapsed.
In mid-July, FINMA had already confirmed that Saint-Gobain and
the Burkard family did not form a group, as falsely claimed by Sika
in order to reduce SWH's voting rights.
Similarly, at the end of July, the European Commission
unconditionally authorized Saint-Gobain's acquisition of control
over Sika. After conducting an investigation and extensive market
tests to assess whether and in which areas Saint-Gobain and Sika
currently compete, it concluded that both groups' activities are
complementary and that they are not close competitors, including in
the area of mortars, as claimed by Sika's board to fight against
the transaction.
Regarding the state of competition between Sika and Saint-Gobain
for mortars, the Commission indeed took note of what market
participants confirmed: "Even though Weber also produces some
specialist mortars, they are not perceived by customers as
substitutes for Sika's mortars" (item 41, page 9 of the
Commission's Decision). The European Commission, an independent and
impartial authority, therefore concludes: "Sika and Saint-Gobain do
not generally seem to be close competitors as their offerings are
rather complementary in terms of quality and brand perception"
(item 42, page 10 of the Commission decision).
All these elements further strengthen Saint-Gobain's
determination to succeed in carrying out an industrial project that
would allow Sika and Saint-Gobain to increase their sales and
profitability, thereby creating value for all their shareholders
and other stakeholders involved.
Underscoring this determination, Saint-Gobain and the Burkard
family decided in April 2015, to extend the agreement's validity to
June 30, 2016. On this date, Saint-Gobain will have the possibility
of extending it for an additional period.
ABOUT SAINT-GOBAIN
In 2015, Saint-Gobain is celebrating its 350(th) 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 2014
sales of EUR41 billion, Saint-Gobain operates in 66 countries and
has over 180,000 employees. For more information about
Saint-Gobain, visit www.saint-gobain.com and the twitter account
@saintgobain or download the "Saint-Gobain Shareholder" application
for tablet and smartphone.
Analyst/Investor Relations Media Relations
+33 1 47 62 32
52
+33 1 47 62 44 +33 1 47 62
Gaetano Terrasini 29 30 48
Vivien Dardel +33 1 47 62 30 Sophie Chevallon +33 1 47 62
Marine Huet 93 Susanne Trabitzsch 43 25
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September 02, 2015 02:15 ET (06:15 GMT)
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