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Bär & Karrer Ltd.

BRANDSCHENKESTRASSE 90, 8027 ZÜRICH, SWITZERLAND
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Work +41 58 261 50 00
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Fax 0041582635393
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www.baerkarrer.ch
Geneva, Lugano, Zug, Zurich

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Bär & Karrer Advises Saint-Gobain in connection with the Takeover Battle over Sika

May 2018

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).

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