Sika - public tender offer by Sika for Sarna

Sika has today published a pre-announcement of its public tender offer for all issued shares of Sarna. The offer price of CHF 175.- in cash per share represents a premium of 15% over the average opening price for the last thirty trading days. Compared to the average opening price for the last six months, the premium amounts to more than 24%.

 

The offer is subject to the conditions customary for such transactions, in particular, an acceptance level of at least two thirds of Sarna's issued shares, approval by the competition authorities, and the absence of material adverse change at Sarna. Sika intends to launch the public tender offer at the latest on September 26, 2005.

 

"Thanks to the combination with Sarnafil, Sika will also become the global market leader in system solutions for waterproofing roofs", said Dr. Walter Grüebler, Chairman of Sika AG. The new entity will be able to consolidate the strong market positions in Europe built up by both companies. Overseas, Sarna will benefit from Sika's well established local market presence. In North America and China, Sika can leverage on Sarna's presence and its production facilities in the membrane sector.

 

The two companies' products and its marketing strategies complement each other very well. Sarnafil is strong in the high-value, advisory-intensive renovation sector, while Sika sells its Sikaplan products mainly in volume markets. Both partners will benefit from optimized utilization of manufacturing capacities.

 

Sika's clear intention is to build on the experience and professionalism of Sarnafil's management and employees. The plan is to bring the Sarnafil division into the Sika Group as an autonomous business unit, while using Sika's global organization wherever this makes sense from an operational point of view. The Swiss industrial solution envisaged by Sika will allow Sarnafil to retain its culture and identity. Fritz Studer, Chairman of Sarna, said: "As part of the Sika organisation, Sarnafil will be able to realise its future potential more rapidly and extensively".

 

The board of directors of Sarna is convinced  to enter into a partnership with Sika that is based on similar corporate cultures and the solid financial foundation of Sika. The combination of the two companies should also help securing jobs at Sarnafil in Sarnen.

 

It is foreseen that the purchasing, production, logistics (including Sika's production sites in Düdingen and Troisdorf) and marketing (including pricing policy) areas for the combined membrane business will report to Sarnafil's management team. Sarna's production sites in Switzerland, the USA and China shall be kept.

 

In accordance with the board of directors of Sarna, Sika supports the ongoing sale of the Sarna Automotive Division.

 

The realization of this partnership would create a global,  market-leading industrial company with attractive prospects for profitable growth.

 

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The tender offer described herein is not being made in the United States of America (the "United States") and may be accepted only outside the United States. Offering materials with respect to the tender offer may not be distributed in or sent to the United States and may not be used for the purpose of making an offer to purchase or the solicitation of an offer to tender any securities by anyone in any jurisdiction, including the United States, in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation.

 

The offering documents in connection with the tender offer described herein are being distributed in the United Kingdom only to and are directed at (a) persons who have professional experience in matters relating to investments falling within Article 19 (1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended, in the United Kingdom (the "Order") or (b) high net worth entities, and other persons to whom they may otherwise lawfully be communicated, falling within Article 49 (1) of the Order (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this document or any of its contents.

 

The public offer described herein is not being made, directly or indirectly, in any country or jurisdiction in which such offer would be illegal or likely to contravene any applicable law or ordinance in any other way or in any country or jurisdiction likely to demand that Sika AG amend the provisions or the terms of the offer in any way or require an additional application to or additional negotiations with government, regulatory or legal authorities. There is no intention whatsoever to extend the offer to any such country or jurisdiction. The Offering Materials may not be sent to or distributed in any such country or jurisdiction. Such Offering Materials may not be used for the purpose of making an offer to purchase Sarna Kunststoff Holding AG equity securities by anyone in any such country or jurisdiction.