Press Release: SIKA, BURKARD FAMILY AND SAINT-GOBAIN FIND OVERALL AGREEMENT

Sika AG / SIKA, BURKARD FAMILY AND SAINT-GOBAIN FIND OVERALL AGREEMENT.

Processed and transmitted by Nasdaq Corporate Solutions. The issuer is

solely responsible for the content of this announcement.

-- Compagnie de Saint-Gobain (Saint-Gobain) acquired Schenker-Winkler

Holding AG (SWH) from the Burkard family

-- Saint-Gobain/SWH sold 6.97% stake in Sika AG (Sika) to Sika for a total

consideration of CHF 2.08 billion

-- Saint-Gobain retains 10.75% interest in Sika through SWH for a minimum of

two years

-- Sika calls shareholders' meeting to introduce unitary share class,

cancellation of opting-out, and elimination of 5% transfer restrictions

and to cancel the 6.97% shares acquired from SWH

-- Parties terminate all legal proceedings

-- Sika and Saint-Gobain intend to extend their existing business

relationship

Sika, the Burkard family and Saint-Gobain have signed agreements which

terminate and resolve their dispute to the common benefit of all parties

involved and that of their respective shareholders and stakeholders. The

following has been agreed:

Saint-Gobain acquired SWH - Sika acquired registered shares representing

6.97% of Sika's share capital

Saint-Gobain acquired all outstanding shares of SWH from the Burkard

family for a purchase price of CHF 3.22 billion. It reflects an increase

of above CHF 500 million from the purchase price agreed in December 2014

between Saint-Gobain and the Burkard Family, taking into account the

increase in Sika's value since 2014. Sika purchased a 6.97% stake in

Sika from SWH (representing a 23.7% voting interest) for a total

consideration of CHF 2.08 billion. This amount contains a

CHF 795 million premium over the market value as of May 4, 2018.

Termination of litigation, special audit, special experts

All pending litigation will be terminated. Furthermore, it is intended

to propose to the shareholders of Sika to terminate the mandate of the

Special Experts.

Introduction "one-share, one-vote"

Sika will call for an extraordinary shareholders' meeting (EGM) for June

11, 2018 and will propose to:

-- cancel the 6.97% shares acquired from SWH by way of capital reduction

-- convert all shares into a single class of registered shares ("one share,

one vote") in a ratio 1:60 (bearer share based)

-- eliminate the 5% transfer restrictions

-- eliminate the opting-out clause

SWH, fully owned by Saint-Gobain at the time of the EGM, will vote in

favor of all resolutions.

Urs F. Burkard, Jürgen Tinggren and Willi Leimer have resigned from

the board of directors of Sika. All independent directors will continue

to serve the company and in time will seek to strengthen the board with

new appointees.

Future relationship between Saint-Gobain and Sika

The future relationship between Saint-Gobain and Sika will be on both

the shareholder and the business levels:

Saint-Gobain will become a shareholder of Sika through SWH. After the

EGM it will hold 10.75% of votes and capital interest in Sika. The

parties have agreed on lock-up (two years) and stand-still obligations

(up to 10.75% for four years, up to 12.875% for the following two years)

with regard to Saint-Gobain's stake in Sika. In case of an intended sale,

these shares will first be offered to Sika up to 10.75%.

The two groups will also continue their substantial existing business

relationship and seek to further expand it to areas of mutual benefit

while preserving and respecting each group's economic and legal

independence.

Sika will fund this transaction through a bridge loan committed by UBS.

Subsequently, Sika intends to optimize its capital structure through the

issuance of debt and debt-like securities, while maintaining both the

investment grade rating as well as the financial flexibility to fund the

defined growth strategy of the company.

Paul Hälg, Chairman of the Board of Directors of Sika and Paul

Schuler, CEO of Sika: "The Board and Group Management of Sika welcome

this positive outcome. This solution is immediately accretive for our

shareholders and paves the way for a new chapter of our success story.

Sika remains committed to a strong S&P investment grade credit rating.

The introduction of a modern governance structure will provide Sika with

a solid base to accelerate its growth. The biggest thanks go to all our

employees who with their dedication and loyalty made the great success

of Sika and this solution possible."

Urs F. Burkard, spokesman for the Burkard family: "We are pleased that

Saint-Gobain, as a significant Sika customer, is now the company's

largest shareholder. The solution agreed between the parties involved

takes into account the interests of all shareholders and forms the basis

for continuing Sika's success story. The primary concern of the family

has always been to ensure Sika's success and long-term prosperity."

Pierre André de Chalendar, Chairman and CEO of Saint-Gobain: "This

is a very positive settlement for Saint-Gobain, both from a financial

and a strategic perspective. We materialize a substantial positive net

result in excess of EUR 600 million for our shareholders. We also retain

a minority stake in a great company and will enhance the relationship

between the two groups."

Analysts' and media conference today, May 11, 2018 at 9:30 a.m. (CEST)

Today at 9.30 a.m. an analysts' and media conference will take place.

The following persons will present:

Paul Hälg, Chairman of the Board of Directors, Paul Schuler, CEO

Location: Sika premises, Tüffenwies 16, 8048 Zurich (Altstetten)

The conference will be transmitted live on the Sika website.

Link to the live transmission of the conference:

www.sika.com/pressconference

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 18,000

employees generated annual sales of CHF 6.25 billion in 2017.

The media release can be downloaded from the following link:

Media Release: http://hugin.info/100359/R/2191910/848611.pdf

This announcement is distributed by Nasdaq Corporate Solutions on behalf

of Nasdaq Corporate Solutions clients.

The issuer of this announcement warrants that they are solely

responsible for the content, accuracy and originality of the information

contained therein.

Source: Sika AG via Globenewswire

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Sika AG

Zugerstrasse 50 Baar Switzerland

WKN: 858573;ISIN: CH0000587979;

http://www.sika.com

(END) Dow Jones Newswires

May 11, 2018 00:45 ET (04:45 GMT)