FINMA decision once again confirms the validity of the opt-out clause

Saint-Gobain welcomes the decision of FINMA (Swiss financial markets authority) which, following other positive decisions, confirms Sika’s articles of association and does not express any reservations as regards the application of the opt-out clause in the case of Saint-Gobain.

This opt-out clause exempts Saint-Gobain from launching a compulsory offer due to the acquisition of Schenker-Winkler Holding (SWH).FINMA’s decision puts an end to the allegation relating to an abuse of rights claimed by Sika.

This fourth favorable decision on the validity of the opt-out clause confirms the legitimacy of the transaction between the Burkard family and Saint-Gobain.

It reinforces Saint-Gobain’s determination to complete an industrial project that will allow Sika and Saint-Gobain to increase their sales and profitability, thereby creating value for all their shareholders.

The delaying tactics of certain Sika Board members with the sole intention of deferring the closing of the transaction can only have negative consequences for all Sika stakeholders: delay in the implementation of the industrial logic, thus postponing the value creation for all shareholders; prolonged insecurity for the managers and the employees; extended uncertainties for customers and suppliers.

The time has come to act in the best interest of all Sika stakeholders and to start constructive discussions on the future governance of the company. Saint-Gobain has been and will always be open to such discussions with the Sika Board members.


In 2015, Saint-Gobain is celebrating its 350th anniversary, 350 reasons to believe in the future. Backed by its experience and its capacity to continuously innovate, Saint-Gobain, the world leader in the habitat and construction market, designs, manufactures and distributes high-performance and building materials providing innovative solutions to the challenges of growth, energy efficiency and environmental protection. With 2014 sales of €41 billion, Saint-Gobain operates in 64 countries and has over 180,000 employees. For more information about Saint-Gobain, visit and the twitter account @saintgobain or download the “Saint-Gobain Shareholder” application for tablet and smartphone.

600450 FINMA decision once again confirms the validity of the opt-out clause
Date: 6 May 2015

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