NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
THIS PRESS RELEASE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND THE OFFER
OF SIKA SHARES BY SWH DOES NOT CONSTITUTE A PUBLIC OFFERING OTHER THAN TO
EUROPEAN QUALIFIED INVESTORS IN ANY JURISDICTION, INCLUDING IN FRANCE AND
May 26, 2020, at 6:00 pm
SAINT-GOBAIN GROUP TO DISPOSE OF ITS SHAREHOLDING IN SIKA
Saint-Gobain, through its subsidiary Schenker-Winkler Holding AG (SWH),
initiates the disposal of its entire stake in Sika of approximately 15.2
million shares, representing 10.75% of Sika's share capital, through a private
placement to qualified institutional investors by way of an accelerated
book-building process (the "Private Placement").
Saint-Gobain acquired its 10.75% interest in Sika indirectly through the
acquisition of 100% of SWH shares from the Burkard family in May 2018 as part
of a global agreement with the Burkard family and Sika.
Following expiry of the 2-year lock-up period set out in the May 2018 agreement
with Sika, Saint- Gobain and SWH decided to dispose of the Sika shareholding.
Sika has chosen not to exercise its right of first offer.
The Private Placement will start immediately. The outcome and final terms of
the Private Placement are expected to be announced on May 27, 2020 at the
latest. Settlement for the Private Placement is expected to take place on May
Citigroup is acting as Sole Global Coordinator on the Private Placement.
Citigroup and Lazard are acting as financial advisers to Saint-Gobain.
Headquarters: Tour Saint-Gobain - 12 place de l'Iris - 92096 -
La Défense Cedex - France - Tél. : +33 1 88 54 00 00
Saint-Gobain designs, manufactures and distributes materials and solutions
which are key ingredients in the wellbeing of each of us and the future of all.
They can be found everywhere in our living places and our daily life: in
buildings, transportation, infrastructure and in many industrial applications.
They provide comfort, performance and safety while addressing the challenges of
sustainable construction, resource efficiency and climate change.
EUR42.6 billion in sales in 2019
Operates in 68 countries
More than 170,000 employees
For more information about Saint-Gobain
and follow us on Twitter @saintgobain
Disclaimer - Important information
This press release is for information purposes only and does not constitute an
offer to sell or a solicitation of an offer to buy any securities and the offer
of the shares of Sika AG ("Sika shares") by SWH does not constitute a public
offering other than to European qualified investors in any jurisdiction,
including in France and Switzerland.
This press release is an advertisement and not a prospectus within the meaning
of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
In member states of the European Economic Area and in the United Kingdom, this
communication and any offer if made subsequently is directed exclusively at
persons who are "qualified investors" within the meaning of Article 2(e) of the
This communication is for distribution in the United Kingdom only to (i)
investment professionals falling within article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii)
high net worth entities and other persons to whom it may lawfully be
communicated, falling within article 49(2)(a) to (d) of the Order (all such
persons together being referred to as (i), "relevant persons"), to the
exclusion of any other person.
The offer and sale of the securities referred to in this announcement has not
been, nor will be, registered under the U.S. Securities Act of 1933 (the "U.S.
Securities Act") and the securities may not be offered or sold in the United
States absent such registration or an applicable exemption from the
registration requirements of the U.S. Securities Act. There will be no public
offering of the securities in the United States in connection with this
The distribution of this announcement into certain jurisdictions may be
restricted by law. No action has been taken by SWH that would permit an
offering of Sika shares or possession or distribution of this announcement in
any jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes should inform themselves about and observe
any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction
Any investment decision relating to the purchase of Sika shares must be made
solely on the basis of publicly available information relating to Sika. SWH
bears no liability in respect of that information.
The Sole Global Coordinator is acting on behalf of SWH and no one else in
connection with the Private Placement and will not regard any other person as
its clients nor be responsible to any other person for providing the
protections afforded to any of its clients nor for providing advice in relation
to the Private Placement, the contents of this press release or any
transaction, arrangement or other matter referred to herein.
None of the Sole Global Coordinator or any of its directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this press release
(or whether any information has been omitted from the press release) or any
other information relating to Sika, SWH, their respective subsidiaries or
associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising
from any use of this press release or its contents or otherwise arising in