Sika's top executives say they will resign if the purchase goes through, in part because they claim they didn't know the deal was imminent. Saint-Gobain, meanwhile, says the company informed Sika of its intention to buy controlling interest in the company.
According to releases from both companies, Schenker Winkler Holding AG – the owner of 16.1 percent of Sika's capital and 52.4 percent of its voting rights – has agreed to sell its shares and interest in the company to Saint-Gobain for €2.3 billion (US$2.8 billion). Saint-Gobain has said it will not pursue Sika's remaining shares and plans to further develop the company once the acquisition has closed.
Not only is Schenker Winkler the biggest shareholder in Sika, but it is owned by the Burkard family, whose ancestor Kaspar Winkler helped formed Sika a century ago when his sealant was used to waterproof Switzerland's Gotthard tunnel, according to a Bloomberg report.
Sika's top executives released a statement that read, in part, that the "board and group management of Sika AG have neither been involved nor consulted in connection with the proposed transaction. The board and group management do not support the change of control of Sika to Saint-Gobain. The board neither sees the industrial logic in the transaction, nor significant synergies for Sika. Furthermore, the board and the group management believe that shareholder value would be impaired as Sika in the planned set-up would not be able to continue its successful growth strategy."
Saint-Gobain CEO Pierre-André de Chalendar said the purchase – along with the divestment of Verallia, announced in the same release as its Sika acquisition – fits nicely with the company's strategic plan.
"The transactions meet the objectives we announced in November 2013 to raise the growth potential and reduce the capital intensity of our businesses, increase our presence in emerging countries and in the U.S., and expand our range of differentiated products supported by strong brands," he said in a press release.
The proposed takeover by Saint-Gobain of Sika's controlling owner has surprised analysts and sent Sika shares tumbling downward the morning of December 8.
“It’s really shocking that the family is selling its shares to Saint-Gobain behind the back of management,” Martin Lehmann, a portfolio manager at 3v Asset Management, told Bloomberg. “When the management and board of directors with such an excellent track record threatens to step down, it’s obvious that you get this share price reaction.”
"This is a disaster for the public shareholders, among them pension funds," Gregor Greber, chairman of Zurich-based shareholder advisory group ZRating, told Reuters.