NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN OR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 27, 2020, at 8:00 am
SAINT-GOBAIN GROUP COMPLETES SALE OF SIKA SHARES FOR CHF2.56 BILLION
* Saint-Gobain today announces the successful completion of the sale by its
subsidiary Schenker-Winkler Holding AG of approximately 15.2 million Sika
shares, representing its full stake of 10.75% of Sika's share capital, for a
total of CHF2.56 billion. The shares were placed via a private placement to
qualified institutional investors by way of an accelerated book- building
* As a result of this disposal, Saint-Gobain has generated gross gains of
EUR1.54 billion since May 2018(1).
The disposal of the stake in Sika enables Saint-Gobain to strengthen its
balance sheet. Saint-Gobain acquired its 10.75% stake in Sika as part of a
global agreement with Sika and the Burkard family in May 2018. The Sika shares
were held as an equity investment and Saint-Gobain has chosen to recognize any
change in the fair value of the Sika shares directly in equity.
Pierre-André de Chalendar, Chairman and Chief Executive Officer of
"The Sika shareholding has been an outstanding investment for Saint-Gobain over
the past two years. We have completed the sale at a price of CHF2.56 billion,
equivalent to around EUR2.41 billion, compared to a purchase price of EUR933
million in May 2018. Realizing such an outstanding return on this investment is
a very positive development for the Group. The proceeds from the disposal will
strengthen Saint-Gobain's balance sheet, increase its financial flexibility and
liquidity position in a market environment that remains uncertain. As mentioned
at the end of April, depending on how the situation evolves Saint-Gobain will
review the Group's shareholder return policy by the end of the year."
Citigroup acted as Sole Global Coordinator on the Private Placement.
Citigroup and Lazard acted as financial advisers to Saint-Gobain.
(1) Calculated as the difference between expected cash proceeds from disposals
(current and in May 2018), dividends received (EUR61 million) and purchase
consideration paid for stake in May 2018. This excludes taxes, transaction
costs and funding costs.
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