The board of Swiss construction chemicals giant Sika has released a statement expressing its objection to a deal hammered out by French building materials giant Saint Gobain to takeover the company.
Saint Gobain has agreed a deal with the Bukard family, who own 16.1% of its share capital but 52.4% of the voting rights, to acquire its holding for $2.8bn (CHF2.75bn). However, it has said that it has no plans to bid for the remainder of the shares.
The deal would also be subject to the approval of regulators.
Sika’s board and management issued a statement arguing that it has “neither been involved nor consulted” about the proposed deal.
“The board neither sees the industrial logic in the transaction, nor significant synergies for Sika,” it said in a statement.
“Furthermore, the board and 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.”
It said that the Bukard family has been able to hold most of the voting rights with a relatively small share “for historic reasons” and that the 84% of public shareholders had “relied on the repeated public commitment of the family to act as Sika’s anchor shareholder”.
“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,” it said.
Sika is currently one of the biggest construction chemicals companies in the world with 16,000 employees in 84 countries and around $5.25bn in revenues.
In its statement, Saint Gobain said that the overlap of the company’s product base with its own construction products division would allow it to generate $123mn in synergies by 2017 and over $220mn by 2019.
It added that subject to approval, the deal will complete in the second half of 2015. It also said that it planned to sell off its Verallia glass packaging business.
Pierre-André de Chalendar, Saint-Gobain’s chairman and CEO, 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.
“We are looking forward to working with Sika to enhance the growth potential of this excellent business.”
In 2013, Saint-Gobain earned revenues of $51.6bn and employed more than 185,000 people.
