SIKA, BURKARD FAMILY AND SAINT‐GOBAIN FIND OVERALL AGREEMENT

Compagnie de Saint‐Gobain (Saint‐Gobain) acquired Schenker‐Winkler Holding AG (SWH) from the Burkard family                                        

Saint‐Gobain/SWH sold 6.97% stake in Sika AG (Sika) to Sika for a total consideration of CHF 2.08 billion   

Saint‐Gobain retains 10.75% interest in Sika through SWH for a minimum of two years   

Sika calls shareholders’ meeting to introduce unitary share class,
cancellation of opting‐out,and elimination of 5% transfer restrictions
and to cancel the 6.97% shares acquired from SWH

Parties terminate all legal proceedings   

Sika and Saint‐Gobain intend to extend their existing business relationshipSika,
the Burkard family and Saint‐Gobain have signed agreements which
terminate and resolve their dispute to the common benefit of all parties
involved and that of their respective shareholders and stakeholders.
The following has been agreed:

Saint‐Gobain acquired SWH – Sika acquired registered shares representing 6.97% of Sika’s share capital

Saint‐Gobain acquired all outstanding shares of SWH from the Burkard family for a purchase price of CHF 3.22 billion. It reflects an increase of above CHF
500 million from the purchase price agreed in December 2014 between
Saint‐Gobain and the Burkard Family, taking into account the increase in
Sika’s value since 2014. Sika purchased a 6.97% stake in Sika from SWH
(representinga 23.7% voting interest) for a total consideration of CHF
2.08 billion. This amount contains a CHF 795 million premium over the
market value as of May 4, 2018.

 

Termination of litigation, special audit, special experts

All pending litigation will be terminated. Furthermore, it is intended to
propose to the shareholders of Sika to terminate the mandate of the
Special Experts.

Introduction “one‐share, one‐vote”

Sika will call for an extraordinary shareholders’ meeting (EGM) for June 11, 2018 and will propose to:   

  • cancel the 6.97% shares acquired from SWH by way of capital reduction
  • convert all shares into a single class of registered shares (“one share, one vote”) in a ratio 1:60 (bearer share based)
  • eliminate the 5% transfer restrictions   
  • eliminate the opting‐out clause

SWH, fully owned by Saint‐Gobain at the time of the EGM, will vote in favor
of all resolutions. Urs F. Burkard, Jürgen Tinggren and Willi Leimer have
resigned from the board of directors of Sika. All independent directors
will continue to serve the company and in time will seek to strengthen
the board with new appointees.

 

Future relationship between Saint‐Gobain and Sika

The future relationship between Saint‐Gobain and Sika will be on both the shareholder and the business levels:

Saint‐Gobain will become a shareholder of Sika through SWH. After the EGM it will hold 10.75%o votes and capital interest in Sika. The parties have agreed
on lock‐up (two years) and stand still obligations (up to 10.75% for four years, up to 12.875% for the following two years) withregard to Saint‐Gobain’s stakein Sika. In case of an intended sale, these shares will first be offered to Sika up to 10.75%.

The two groups will also continue their substantial existing business relationship and seek to further expand it to areas of mutual benefit while preserving and
respecting each group’s economic and legal independence.

Sika will fund this transaction through a bridge loan committed by UBS.
Subsequently, Sika intends to optimize its capital structure through the issuance of debt and debt‐like securities, while maintaining both the investment grade rating as well as the financial flexibility to fund the defined growth strategy of the company.

Paul Hälg, Chairman of the Board of Directors of Sika and Paul Schuler, CEO of Sika: “The Boardand Group Management of Sika welcome this positive outcome. This solution is immediately accretive for our shareholders and paves the way
for a new chapter of our success story. Sikaremains committed to a
strong S&P investment grade credit rating. The introduction of a modern governance structure will provide Sika with a solid base to accelerate its growth. The biggest thanks go to all our employees who with their dedication and loyalty made the great success of Sika and this solution possible.”

Urs F. Burkard, spokesman for the Burkard
family: “We are pleased that Saint‐Gobain, as asignificant Sika
customer, is now the company's largest shareholder. The solution agreed
between the parties involved takes into account the interests of all
shareholders and forms thebasis for continuing Sika's success story. The
primary concern of the family has always been toensure Sika's success
and long‐term prosperity.”

Pierre André de Chalendar, Chairman and CEO of Saint‐Gobain: “This is a very positive settlement for Saint‐Gobain, both from a financial and a strategic perspective. We materialize a substantialpositive net result in excess of EUR 600
million for our shareholders. We also retain a minority stake in a great
company and will enhance the relationship between the two groups.”

 

SIKA CORPORATE PROFILE

Sika is a specialty chemicals company with a leading position in the
development and productionof systems and products for bonding, sealing,
damping, reinforcing and protecting in the buildingsector and motor
vehicle industry. Sika has subsidiaries in 101 countries around the
world andmanufactures in over 200 factories. Its more than 18,000
employees generated annual sales ofCHF 6.25 billion in 2017.