Sika to acquire Axson; against the back of Saint-Gobain tussle for control

Swiss speciality chemicals company Sika has entered into exclusive negotiations with Axson management and shareholders to acquire Axson Technologies, a leader in the field of epoxy and polyurethane polymer formulations for design, prototyping and tooling, structural adhesives, composite materials and encapsulation products. Axson caters to the automotive, nautical, renewable energy, sports & leisure and construction markets. The transaction is subject to conditions including anti-trust approvals in certain jurisdictions as well as consultations with employee representatives.

Last year, Axson acquired 100% of Merylithe SAS shares, a subsidiary of Trentesauxbrochier. Following the acquisition of Nanoledge in 2013, focused on Epoxy and nano technologies, the acquisition of Merylithe has added PU technologies to Axson’s portfolio.

Sika in a tussle with Saint-Gobain control

Sika itself is embroiled in a share tussle, whereby French Group Saint-Gobain intends to indirectly acquire all shares held by the Burkard family, Sika's current majority shareholder. If the transaction were to be closed, Saint-Gobain would control 52.4% of all voting rights and 16.1% of Sika's share capital. The Board and Group Management of Sika have neither been involved nor consulted in connection with the proposed transaction, and thus does not support the change of control of Sika to Saint-Gobain.

Sika's ownership structure is unique. For historic reasons the Burkard family was able to control Sika with only 16% share in the capital. 84% is owned by public shareholders, which will not receive an offer for their shares.

Unlike the family, Saint-Gobain is an industrial investor and numerous conflicts to the detriment of the public shareholders could arise. The non-conflicted Board members and the Group Management each independently have come to the conclusion that if the transaction materializes they are no longer in a position to serve in the best interest of the company and all its stakeholders. They have therefore decided to resign following closing of the transaction. The closing will occur once the anti-trust approval has been obtained.

Sika also posted a notice that it recently received a letter from Cascade Investment L.L.C., Bill & Melinda Gates Foundation Trust, Fidelity Worldwide Investment and Threadneedle Investments who represent a total of 207,395 bearer shares in Sika (reflecting 8.16% of the share capital and 4.62% of the voting rights) (the Shareholder Group) in which they reaffirm their concerns about the future of Sika under Saint-Gobain's plan as well as the significant and enduring harm it would have on the company and its stakeholders.

Sika is a specialty chemicals company with a leading position in the development and production of systems and products for bonding, sealing, damping, reinforcing and protecting in the building sector and the motor vehicle industry. Sika has subsidiaries in 90 countries around the world and manufactures in over 160 factories. Its more than 16,000 employees generated annual sales of CHF5.6 billion in 2014.


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