Sika, the Burkard Family and Saint-Gobain reach Overall Settlement

On May 10, 2018, Sika AG (Sika), Compagnie de Saint-Gobain SA (Saint-Gobain) and the Burkard Family entered into definitive agreements terminating the longest takeover battle in Swiss corporate history. Under the agreements that were closed on May 11, 2018, Saint-Gobain acquired Schenker-Winkler Holding AG (SWH) from the Burkard Family and Sika purchased own shares representing 6.97% of the capital and 23.7% of the voting rights from SWH for an aggregate cash consideration of CHF 2.08 billion. Sika will convene an extraordinary shareholders meeting to introduce a unitary share class, eliminate the opting-out and the transfer restriction and to cancel the 6.97% shares acquired from SWH. After the EGM, Saint-Gobain (through SWH) will hold 10.75% of the voting rights and the share capital of Sika for at least two years. With this overall agreement, the parties settled a takeover battle that started in December 2014 and has lasted for 3.5 years. It allows Sika to become a widely-held public company with no controlling shareholder and a contemporary capital structure.

Lenz & Staehelin is advising Sika in this transaction and settlement. The team is headed by Rudolf Tschäni and Hans-Jakob Diem (both Corporate and M&A) and includes partners Pascal Hinny (Tax), Tino Gaberthüel (Corporate and M&A), Dominique Müller and Harold Frey (Litigation), Patrick Schleiffer (Capital Markets) and Marcel Tranchet (Banking and Finance) as well as associates Stefan Brandner, Pascal Genoud, Andreas Hinsen, Lukas Held, Patrick Schärli, Ann Weibel and Ramona von Riedmatten.