Press Release: SIKA AG LAUNCHES OFFERING OF UP TO CHF 1,300 MILLION SUBORDINATED MANDATORY CONVERTIBLE NOTES DUE 2022

Sika AG / SIKA AG LAUNCHES OFFERING OF UP TO CHF 1,300 MILLION

SUBORDINATED MANDATORY CONVERTIBLE NOTES DUE 2022. Processed and

transmitted by West Corporation. The issuer is solely responsible for

the content of this announcement.

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,

SOUTH AFRICA OR JAPAN, OR IN OR INTO ANY OTHER JURISDICTION IN WHICH

SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

Sika AG ("Sika") announces the launch of an offering (the "Offering") of

up to CHF 1,300 million subordinated mandatory convertible notes due

2022 (the "Notes"). Sika intends to use the net proceeds from the

Offering to fund the recently announced acquisition of Parex and for

general corporate purposes.

The Notes will be mandatorily converted into new or existing registered

shares of Sika at maturity, subject to the early conversion rights of

Sika and noteholders in accordance with the terms and conditions of the

Notes.

The Notes will be issued at 100% of their principal amount in

denominations of CHF 200,000. The Notes are expected to carry interest

of between 3.75% and 4.00% per annum payable annually in arrears. The

Notes are expected to have a minimum conversion price equal to the

reference share price and a maximum conversion price set at a premium of

between 12.5% and 15.0% over the reference share price. The reference

share price is expected to be equal to the share price determined in a

concurrent placement of existing shares from hedging transactions of

individual mandatory convertible notes investors. The Notes will be

subordinated obligations of Sika, as described in the terms and

conditions of the Notes.

Sika may, at its sole discretion, elect to defer (in whole or in part)

any payment of interest on the Notes. Arrears of interest may be

satisfied at the option of Sika, in whole or in part, at any time, or

mandatorily upon the occurrence of certain events, as described in the

terms and conditions of the Notes.

Sika will announce the final terms of the Offering, including the coupon,

maximum conversion price, reference share price and issue size after

completion of an accelerated bookbuilding process, which is expected to

be finalized before opening of business on January 23, 2019.

The Offering consists of a public offering in Switzerland and private

placements of Notes to professional investors only in other

jurisdictions. The Notes will be offered to investors outside the United

States in compliance with Regulation S under the US Securities Act of

1933, and otherwise in accordance with applicable securities laws, rules

and regulations.

The Settlement of the Offering is expected to take place on January 30,

2019. An application will be made for the listing and trading of the

Notes on SIX Swiss Exchange Ltd. Sika intends to apply for the Notes to

be rated by S&P.

Sika has agreed to a lock-up period expiring 90 days after the date on

which the pricing terms of the Notes are finalized.

UBS is acting as Global Coordinator and Joint Bookrunner. Citigroup is

acting as Joint Bookrunner alongside UBS.

CONTACT

Dominik Slappnig

Corporate Communications &

Investor Relations

+41 58 436 68 21

slappnig.dominik@ch.sika.com

SIKA CORPORATE PROFILE

Sika is a specialty chemicals company with a leading position in the

development and production of systems and products for bonding, sealing,

damping, reinforcing and protecting in the building sector and motor

vehicle industry. Sika has subsidiaries in 101 countries around the

world and manufactures in over 200 factories. Its more than 19,500

employees generated annual sales of CHF 7.09 billion in 2018.

IMPORTANT NOTICE

NO ACTION HAS BEEN TAKEN BY SIKA, THE JOINT BOOKRUNNERS OR ANY OF THEIR

RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE NOTES OR

POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR

PUBLICITY MATERIAL RELATING TO THE NOTES IN ANY JURISDICTION WHERE

ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS

PRESS RELEASE COMES ARE REQUIRED BY SIKA AND THE JOINT BOOKRUNNERS TO

INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR

INTO THE UNITED STATES. THIS PRESS RELEASE IS NOT AN OFFER TO SELL

SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL

THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER

OR SALE WOULD BE UNLAWFUL.

THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND

DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") AT

PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE

2(1)(E) OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"). FOR THESE

PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE

2003/71/EC, AS AMENDED.

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED

WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS,

AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED

DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL

IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE

REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING

IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE

PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE

HAVE WITH RESPECT THERETO, THE NOTES HAVE BEEN SUBJECT TO A PRODUCT

APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR

THE NOTES IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH

AS DEFINED IN MIFID II (EXCEPT FOR IN SWITZERLAND, WHERE THE NOTES ARE

THE SUBJECT OF A PUBLIC OFFERING, WHICH MAY INCLUDE OFFERINGS TO

NON-PROFESSIONAL INVESTORS); AND (II) ALL CHANNELS FOR DISTRIBUTION OF

THE NOTES TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE

APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING

THE NOTES (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE

MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT

TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET

ASSESSMENT IN RESPECT OF THE NOTES (BY EITHER ADOPTING OR REFINING THE

MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE

DISTRIBUTION CHANNELS.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF

ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY

OFFERING OF THE NOTES.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT

CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE

PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP

OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION

WHATSOEVER WITH RESPECT TO THE NOTES.

THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE

AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE

TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A RETAIL INVESTOR

MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED

IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE

MEANING OF DIRECTIVE 2002/92/EC, WHERE THAT CUSTOMER WOULD NOT QUALIFY

AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF

MIFID II. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY

REGULATION (EU) NO 1286/2014, AS AMENDED (THE "PRIIPS REGULATION") FOR

OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO

RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR

SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL

INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING

DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I)

WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS

FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT

2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND

QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER,

AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH

PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS PRESS

RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY

PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF

THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED

INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS

RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED

KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED

KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER

THAN THE UNITED KINGDOM).

THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE

FOR OR PURCHASE ANY SECURITIES NOR DOES IT CONSTITUTE A PROSPECTUS

WITHIN THE MEANING OF ARTICLES 652A OR 1156 OF THE SWISS CODE OF

OBLIGATIONS OR A LISTING PROSPECTUS PURSUANT TO THE LISTING RULES OF THE

SIX SWISS EXCHANGE. ANY DECISION TO PURCHASE ANY SECURITIES REFERRED TO

HEREIN SHOULD BE SOLELY BASED ON THE RELEVANT PROSPECTUS, WHICH IS

EXPECTED TO BE PUBLISHED ON OR AROUND THE DATE HEREOF BY SIKA AG AND IS

AVAILABLE FREE OF CHARGE AT UBS AG, PROSPECTUS LIBRARY, P.O. BOX,

CH-8098 ZURICH, SWITZERLAND (TELEPHONE: +41 44 239 47 03, FAX: +41 44

239 69 14 OR E-MAIL: SWISS-PROSPECTUS@UBS.COM).

ANY DECISION TO PURCHASE ANY OF THE NOTES SHOULD ONLY BE MADE ON THE

BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF SIKA'S

PUBLICLY AVAILABLE INFORMATION. NEITHER THE JOINT BOOKRUNNERS NOR ANY OF

THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF,

OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS

PRESS RELEASE OR SIKA'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION

(MORE TO FOLLOW) Dow Jones Newswires

January 22, 2019 11:35 ET (16:35 GMT)