Saint-Gobain takes stake in Sika, gives up bid for control

By Sudip Kar-Gupta and John Miller

PARIS/ZURICH (Reuters) - French building materials company Saint-Gobain has ended its protracted hostile takeover bid for Sika with a deal that gives it 10.75 percent of its Swiss peer and drops its plan to gain control through extra voting rights.

Sika's board and investors, including the Bill & Melinda Gates Foundation, had opposed the French firm's effort to secure control of the Swiss firm that began in 2014 and turned into an expensive battle in the courts.

The deal announced on Friday will change Sika's voting structure that had given the Burkard family control of the Swiss firm, and which had been Saint-Gobain's initial target. Analysts said this shift might now entice other bidders.

Shares in Sika surged 10 percent in early trading, on relief that the dispute was over. Saint Gobain shares also rose by around 3 percent.

Saint-Gobain will acquire a stake from the Burkard family, heirs to the founder of Sika, for about 3 billion Swiss francs ($3 billion), temporarily giving it a 17 percent stake.

The French firm will initially also hold the 52 percent of the company's voting rights that it sought, but it will then sell nearly 7 percent back to Sika and retire the extra voting rights at an upcoming extraordinary shareholders' meeting.

Saint-Gobain will end up with a 10.75 percent stake in Sika, but will not get a seat on Sika's board.

An analyst said Sika's plans to simplify its share structure and move to a one-share, one-vote system could heighten the interest of other potential suitors for Sika, who had previously been deterred by the voting arrangement.

"Sika has always been an interesting target, it's just the odd shareholder structure that has been the hold," said Sanford Bernstein analyst Phil Roseberg.

Asked if the new structure would be a catalyst for renewed interest from others, Sika Chairman Paul Haelg replied: "I cannot say, might be."

ACQUISITION STRATEGY

Under the deal, the Swiss company will pay Saint-Gobain about 2.1 billion Swiss francs to cover the cost of the shares it buys back from the French firm.

The deal would lead to a positive net result of 600 million euros ($715 million) for Saint-Gobain and would be in line with its policy of small-to-mid-sized acquisitions, Saint-Gobain Chairman and Chief Executive Pierre Andre de Chalendar said.

"It's a good deal for all parties. It will be interesting to see how Saint-Gobain pursues its acquisition strategy," said Jerome Schupp, fund manager at Geneva-based investment firm Prime Partners, who said he was considering buying Saint-Gobain shares.

The dispute over control of Sika had been raging since 2014 when Saint-Gobain offered 2.75 billion francs to buy the founding Burkard family's 53 percent voting stake.

"We are pleased that Saint-Gobain, as a significant Sika customer, is now the company's largest shareholder," Urs Burkard, spokesman for the Burkard family, said in a statement.

"The solution agreed between the parties involved taking into account the interests of all shareholders and forms the basis for continuing Sika's success story," he added.

The Burkards had been seeking to unload their shares for a premium but Sika's board and investors opposed the transaction.

Sika investors Cascade Investment LLC and the Bill & Melinda Gates Foundation Trust welcomed the deal, adding they looked forward to Sika's "prosperous future as a truly independent company".

($1 = 1.0032 Swiss francs)

($1 = 0.8397 euros)

(Reporting by Sudip Kar-Gupta in Paris and John Miller in Zurich; Editing by Sherry Jacob-Phillips and Edmund Blair)