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Swiss Supreme Court to rule on Saint-Gobain bid for control of Sika in October
FOCUS our customers, employees and shareholders.” Original Source: PolyOne Corp, 27 Jan & 8 Jun & 6 Jul & 19 Jul 2017 (33587 Walker Road, Avon Lake, OH 44012, USA, Website: http://www.polyone.com) ã PolyOne 2017.
Swiss Supreme Court to rule on Saint-Gobain bid for control of Sika in October The battle for control of Sika AG (headquartered in Baar, Switzerland) has still not been finally resolved. The Board of Saint-Gobain has indicated that it continues to view the acquisition of Sika as a key element of its strategic growth programme and would be prepared to wait at least until the end of 2018 to accomplish this objective. Saint-Gobain declared its intention in a press-release in mid-April 2017 and senior executives have repeated this line several times over the past six months. Cie de Saint-Gobain (headquartered in Paris-Courbevoie) is one of the world’s oldest companies, tracing its history back to October 1665 when King Louis XIV granted letters patent for the creation of Manufacture des Glaces de Miroirs as one of 25 royal manufacturers founded that year. The company takes its name from the village of Saint-Gobain (in Picardy, northern France), which was the site of one of the company’s glass factories from the late 17th century until 1993. Saint-Gobain merged with the Pont-à-Mousson group (best known for cast iron pipes and products) in 1975 and then made several important acquisitions to become the world’s leading manufacturer of building products – CertainTeed (a major US producer of vinyl sidings, panels and pipes) in 1988; Norton (abrasives) in 1990 and BPB (then the world’s largest gypsum plasterboard manufacturer) in 2005. For full-year 2016, the SaintGobain reported post-tax profit at s1.3 bn on sales revenues of s39.1 bn Sika was founded by Mr Kaspar Winkler in 1910 and it expanded as a family-owned business thanks to the involvement of Mr Fritz Schenker (son-inlaw of Mr Winkler) onwards from 1928 and Mr Romuald Burkard (son-in-law of Mr Schenker) onwards from 1953. In the early 1970s, Sika became an AG-status public company, with shares listed on the Zurich Stock Exchange. Sika now has about 17,000 employees worldwide and for full-year 2016 it reported post-tax profit at SFr 567 M on sales revenues of SFr 5.75 bn (equivalent to s496 M on s5.03 bn). The company is one of the leading suppliers of construction chemicals, including adhesives, sealants, gypsum-based cement additives and
October 2017
ON
PIGMENTS
concrete colorants, such as the Sikafloor Pronto pigments range. When Sika AG became a listed company,it adopted an unusual ownership structure, with the BurkardSchenker family exclusively owning “supershares”, representing 52.4% of the voting rights but only 16.1% of the share capital. The other 83.9% of the equity in Sika AG was available for other investors. The family’s supershares have been consolidated and they are now vested in Schenker-Winkler Holding (SWH). In December 2014, the surviving family members agreed to sell SWH to the Saint-Gobain group (headquartered in Courbevoie, on the outskirts of Paris) for SFr 2.75 bn. In July 2015, the EU anti-trust authority granted unconditional approval for Saint-Gobain’s effective acquisition of control of Sika. (See also ‘Focus on Pigments’, Sep 2015, 5-6). However, Mr Jan Jenisch (CEO of Sika) and the company’s independent directors strongly opposed the move and they blocked the deal by introducing a new rule restricting SWH’s voting rights on matters of strategic (indeed existential) importance. Mr Urs Burkard (of SWH) challenged this action and the case was set before the Zug Cantonal Court. In October 2016, this Court upheld the Sika Board’s right to introduce the new rule. Mr Burkard and SWH appealed against the verdict and the case has now been referred to the Swiss Federal Supreme Court, which is expected to issue its verdict by October 2017. Mr Walter Grüebler (former Chairman of the Sika Board) issued a statement in mid-February 2017, on behalf of a number of shareholders and “well-known members of the Swiss business community” stating: “This transaction jeopardises the culture of a large Swiss family-owned company that has evolved over the decades and destroys value for Sika shareholders. The resistance being shown by the Sika Board and management is fully justified.” On 11 April 2017, the Annual General Meeting of Sika AG lasted more than four hours, with most of that time being taken up with vigorous debate on the rights and wrongs of SWH and the Sika directors. On 22 May 2017, it was announced that Mr Jan Jenisch had resigned as CEO of Sika in order to become the new CEO of LafargeHolcim, effective mid-October 2017. LafargeHolcim, one of the world’s top five cement anf concrete producers, was created in October 2015 as a result of the $50 bn “merger of equals”, Lafarge (of France) and Holcim (of Switzerland). Meanwhile Sika continues to expand. During the past two months, it has acquired ABC Sealants (of Turkey) and KVK Holdings (of the Czech Republic). In April and September 2017, Senegal and
El Salvador became respectively the 98th and 99th countries in which Sika has an operating subsidiary, the creation of these subsidiaries being the prelude to investing in new plants for the manufacture of concrete admixtures and mortar additives in Central America and West Africa. In East Africa, Sika recently opened a new production facility at Dares-Salaam (Tanzania). Also this year, Sika announced the completion of a new manufacturing site at Coatzacoalcos (in southeastern Mexico), to which its concrete admixtures production at Villahermosa (165 km to the east) will be moved. And in Kazakhstan, Sika’s mortar and concrete admixtures production has been relocated to a larger site in Almaty. Output from these new facilities will serve customers in both Kazakhstan and in neighbouring Kyrgyzstan. Original Source: PPCJ, Polymers, Paint, Colour Journal, May 2017, 207 (4631), 5 & Jun 2017, 207 (4632), 4 (Website: http://www. polymerspaintcolourjournal.com) ã DMG Events (MEA) Ltd 2017. Original Source: Neue Zuercher Zeitung, 11 Apr 2017, 238 (87), 12 & 22 May 2017, 238 (115), 12 (Website: http:// www.nzz.ch/) (in German) ã Neue Zuercher Zeitung AG 2017. Original Source: Sika AG, 24 Aug & 5 Sep & 12 Sep 2017 (Zugerstrasse 50, 6341 Baar, Switzerland, Website: http://www. sika.com) ã Sika 2017.
Tokai takes 100% control of Thai subsidiary Tokai Carbon (of Japan) has bought-out the last remaining minority shareholders, accounting for a combined 5% stake, in Thai Tokai Carbon Products Ltd. The company is now a wholly-owned subsidiary within the Tokai Carbon group. Its plant at SiRacha (120 km southeast of Bangkok) can produce up to 180,000 tonnes/y of carbon black. In its press-release announcing the acquisition, Tokai Carbon stated: “This will further strengthen business management and technological exchange on a consolidated basis as part of our efforts to improve quality and services in Southeast Asia, where future growth is expected.” TCP was founded in 1989 by a consortium of Thai companies, with the aim of producing carbon black for sale in Thailand and Southeast Asia. Tokai took a 25% stake in the company at the same time as finalising a technology licensing agreement in 1990. Tokai gradually increased its stake in the company and gained majority control in 2000. Original Source: Tokai Carbon, 22 Aug 2017 (Aoyama Building 2-3, Kita-Aoyama 1-chome, Minato-ku, Tokyo 107-8636, Japan, Website: http://www.tokaicarbon.co.jp) ã Tokai Carbon 2017.
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Swiss Supreme Court to rule on Saint-Gobain bid for control of Sika in October The battle for control of Sika AG (headquartered in Baar, Switzerland) has still not been finally resolved. The Board of Saint-Gobain has indicated that it continues to view the acquisition of Sika as a key element of its strategic growth programme and would be prepared to wait at least until the end of 2018 to accomplish this objective. Saint-Gobain declared its intention in a press-release in mid-April 2017 and senior executives have repeated this line several times over the past six months. Cie de Saint-Gobain (headquartered in Paris-Courbevoie) is one of the world’s oldest companies, tracing its history back to October 1665 when King Louis XIV granted letters patent for the creation of Manufacture des Glaces de Miroirs as one of 25 royal manufacturers founded that year. The company takes its name from the village of Saint-Gobain (in Picardy, northern France), which was the site of one of the company’s glass factories from the late 17th century until 1993. Saint-Gobain merged with the Pont-à-Mousson group (best known for cast iron pipes and products) in 1975 and then made several important acquisitions to become the world’s leading manufacturer of building products – CertainTeed (a major US producer of vinyl sidings, panels and pipes) in 1988; Norton (abrasives) in 1990 and BPB (then the world’s largest gypsum plasterboard manufacturer) in 2005. For full-year 2016, the SaintGobain reported post-tax profit at s1.3 bn on sales revenues of s39.1 bn Sika was founded by Mr Kaspar Winkler in 1910 and it expanded as a family-owned business thanks to the involvement of Mr Fritz Schenker (son-inlaw of Mr Winkler) onwards from 1928 and Mr Romuald Burkard (son-in-law of Mr Schenker) onwards from 1953. In the early 1970s, Sika became an AG-status public company, with shares listed on the Zurich Stock Exchange. Sika now has about 17,000 employees worldwide and for full-year 2016 it reported post-tax profit at SFr 567 M on sales revenues of SFr 5.75 bn (equivalent to s496 M on s5.03 bn). The company is one of the leading suppliers of construction chemicals, including adhesives, sealants, gypsum-based cement additives and
October 2017
ON
PIGMENTS
concrete colorants, such as the Sikafloor Pronto pigments range. When Sika AG became a listed company,it adopted an unusual ownership structure, with the BurkardSchenker family exclusively owning “supershares”, representing 52.4% of the voting rights but only 16.1% of the share capital. The other 83.9% of the equity in Sika AG was available for other investors. The family’s supershares have been consolidated and they are now vested in Schenker-Winkler Holding (SWH). In December 2014, the surviving family members agreed to sell SWH to the Saint-Gobain group (headquartered in Courbevoie, on the outskirts of Paris) for SFr 2.75 bn. In July 2015, the EU anti-trust authority granted unconditional approval for Saint-Gobain’s effective acquisition of control of Sika. (See also ‘Focus on Pigments’, Sep 2015, 5-6). However, Mr Jan Jenisch (CEO of Sika) and the company’s independent directors strongly opposed the move and they blocked the deal by introducing a new rule restricting SWH’s voting rights on matters of strategic (indeed existential) importance. Mr Urs Burkard (of SWH) challenged this action and the case was set before the Zug Cantonal Court. In October 2016, this Court upheld the Sika Board’s right to introduce the new rule. Mr Burkard and SWH appealed against the verdict and the case has now been referred to the Swiss Federal Supreme Court, which is expected to issue its verdict by October 2017. Mr Walter Grüebler (former Chairman of the Sika Board) issued a statement in mid-February 2017, on behalf of a number of shareholders and “well-known members of the Swiss business community” stating: “This transaction jeopardises the culture of a large Swiss family-owned company that has evolved over the decades and destroys value for Sika shareholders. The resistance being shown by the Sika Board and management is fully justified.” On 11 April 2017, the Annual General Meeting of Sika AG lasted more than four hours, with most of that time being taken up with vigorous debate on the rights and wrongs of SWH and the Sika directors. On 22 May 2017, it was announced that Mr Jan Jenisch had resigned as CEO of Sika in order to become the new CEO of LafargeHolcim, effective mid-October 2017. LafargeHolcim, one of the world’s top five cement anf concrete producers, was created in October 2015 as a result of the $50 bn “merger of equals”, Lafarge (of France) and Holcim (of Switzerland). Meanwhile Sika continues to expand. During the past two months, it has acquired ABC Sealants (of Turkey) and KVK Holdings (of the Czech Republic). In April and September 2017, Senegal and
El Salvador became respectively the 98th and 99th countries in which Sika has an operating subsidiary, the creation of these subsidiaries being the prelude to investing in new plants for the manufacture of concrete admixtures and mortar additives in Central America and West Africa. In East Africa, Sika recently opened a new production facility at Dares-Salaam (Tanzania). Also this year, Sika announced the completion of a new manufacturing site at Coatzacoalcos (in southeastern Mexico), to which its concrete admixtures production at Villahermosa (165 km to the east) will be moved. And in Kazakhstan, Sika’s mortar and concrete admixtures production has been relocated to a larger site in Almaty. Output from these new facilities will serve customers in both Kazakhstan and in neighbouring Kyrgyzstan. Original Source: PPCJ, Polymers, Paint, Colour Journal, May 2017, 207 (4631), 5 & Jun 2017, 207 (4632), 4 (Website: http://www. polymerspaintcolourjournal.com) ã DMG Events (MEA) Ltd 2017. Original Source: Neue Zuercher Zeitung, 11 Apr 2017, 238 (87), 12 & 22 May 2017, 238 (115), 12 (Website: http:// www.nzz.ch/) (in German) ã Neue Zuercher Zeitung AG 2017. Original Source: Sika AG, 24 Aug & 5 Sep & 12 Sep 2017 (Zugerstrasse 50, 6341 Baar, Switzerland, Website: http://www. sika.com) ã Sika 2017.
Tokai takes 100% control of Thai subsidiary Tokai Carbon (of Japan) has bought-out the last remaining minority shareholders, accounting for a combined 5% stake, in Thai Tokai Carbon Products Ltd. The company is now a wholly-owned subsidiary within the Tokai Carbon group. Its plant at SiRacha (120 km southeast of Bangkok) can produce up to 180,000 tonnes/y of carbon black. In its press-release announcing the acquisition, Tokai Carbon stated: “This will further strengthen business management and technological exchange on a consolidated basis as part of our efforts to improve quality and services in Southeast Asia, where future growth is expected.” TCP was founded in 1989 by a consortium of Thai companies, with the aim of producing carbon black for sale in Thailand and Southeast Asia. Tokai took a 25% stake in the company at the same time as finalising a technology licensing agreement in 1990. Tokai gradually increased its stake in the company and gained majority control in 2000. Original Source: Tokai Carbon, 22 Aug 2017 (Aoyama Building 2-3, Kita-Aoyama 1-chome, Minato-ku, Tokyo 107-8636, Japan, Website: http://www.tokaicarbon.co.jp) ã Tokai Carbon 2017.
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