Bär & Karrer Advises Saint-Gobain in connection with the Takeover Battle over Sika
This morning, Sika and Saint-Gobain have announced the signing of agreements which terminates all disputes around the purchase by Saint-Gobain of a controlling stake in Sika dated 5 December 2014.
Under a first agreement, Saint-Gobain acquired all outstanding shares of the company holding the controlling stake for a purchase price of CHF 3.22 billion. Sika then acquired a 6.97% stake in Sika from this holding company (representing a 23.7% voting interest) for a total consideration of CHF 2.08 billion in a second agreement. This amount includes a CHF 795 million premium to compensate Saint-Gobain for the loss of control over Sika. Sika will cancel these shares and introduce a one-share, one-vote governance structure. Saint-Gobain will, as a consequence, indirectly hold 10% of the capital and votes in Sika and will become its largest shareholder.
Bär & Karrer represents Saint-Gobain in this transaction. The team includes Rolf Watter, Mariel Hoch, Daniel Küpfer, Fabienne Perlini-Frehner, Vera Naegeli, Annina Hammer, Sora Meyer, Basil Hotz, Matthias Tanner (all Corporate), Susanne Schreiber, Daniel Lehmann, Lukas Scherer (all Tax), Matthew Reiter (Litigation) and Mani Reinert (Antitrust).