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สำหรับทีมของคุณ (ฉันหมายถึงพนักงานพม่า) เท่าที่เคยประชุมกับพวกเขามา ส่วนใหญ่พวกเขาจะรู้เงินเดือนซึ่งกันและกัน นั่นหมายถึงเราจะมีความยากในการบริหารDear Friends
More than 100 Senior Managers of Sika
have written an open letter to the CEO of
Saint‐ Gobain. This was broadly covered in
the German‐speaking and French press.
Below you will find the letter as well as the
articles which were published in Le Figaro
(English translation) and The Financial
Times. Please feel free to pass this
information on to your teams and
employees.
Best regards,
Jan Jenisch
CEO
Dominik Slappnig
Head Corporate Communications &
Investor Relations
Mr.
Pierre-André de Chalendar
PDG du groupe Saint-Gobain
Les Miroirs - 18, avenue d'Alsace
F-92400 Courbevoie
FRANCE
February 3rd, 2015
Open letter to the President and CEO of Saint-Gobain Group from Sika Senior Managers
Dear Mr. Pierre-André de Chalendar,
We are a group of over 100 Sika Senior Managers from all over the world and we would like
to voice our concerns regarding the planned hostile takeover of Sika in the form as proposed
by Saint-Gobain.
Competitors working together
Saint-Gobain stated that Sika would remain an independent group, but at the same time is
expected to achieve synergies jointly with its competitor Saint-Gobain. In our opinion this is
contradictory as it would have tremendously negative impacts on all of our employees in
local organizations.
Lack of fit in several dimensions
The Sika Group is organized in an extremely decentralized way and our managers enjoy a
very high level of autonomy. Every country manager acts as an entrepreneur. We are guided
by a few, but clear principles of ownership, commitment and accountability. Our focus is on
speed and execution.
The Sika Group is able to constantly increase its market shares in most markets, to achieve
high growth and to outperform most competitors in terms of profitability. In our view, Saint-
Gobain is in many ways the opposite and does not have such outstanding track records: The
company is managed in an administrative and centralistic way. The expansion is rather slow
and the business results are not convincing.
2/2
Motivation
Most Sika Senior Managers have worked for Sika for many years. It is a group of like-minded
people who know each other well, almost like one big family. It may sound like a cliché but it
is not. We live the unique Sika Spirit, which is based on trust and accountability, but also on
healthy competition amongst each other. This accumulated experience and the form of our
collaboration, as well as the commitment of all our employees, is one of the major
cornerstones of the success of Sika.
A takeover by Saint-Gobain in the proposed form would disrupt this team spirit and working
style and would seriously demotivate managers and employees. A considerable number of
key managers have already signaled that they would consider leaving the company if the
proposed transaction would go ahead as planned. For us, this would be a great loss of
expertise and experience that could not be easily replaced.
For the above mentioned reasons, we strongly oppose the takeover of Sika by Saint-Gobain
in the proposed form. We fully support the view of our Group Management and Board of
Directors and are convinced that the planned transaction would harm the company and
cause serious damage and disadvantages to shareholders and employees.
We therefore ask you, Mr. Pierre-André de Chalendar, to reconsider your plans. We strongly
suggest leaving emotions aside and evaluating all the facts, which were made known since
last December, on a rational basis. By doing so, it will become apparent that the planned
takeover is neither to the benefit of Sika nor of Saint-Gobain.
Sincerely,
4.2.2015 Sika managers write to SaintGobain
warning against takeover FT.
com
http://www.ft.com/cms/s/0/7bc4078aabf611e4a08900144feab7de.
html#axzz3QlvbkqBz 1/2
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Sika's founding family wants to sell its stake
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Mergers RELATED TOPICS & Acquisitions
February 4, 2015 12:00 am
Arash Massoudi in London
Senior managers at Sika, which is fighting to prevent a takeover by SaintGobain,
have called on
their French rival to abandon a deal that will give it control of the Swiss industrial company.
In a signed letter to PierreAndré
de Chalendar, SaintGobain
chief executive, a group of more
than 100 Sika managers have warned of the negative consequences to morale and performance
should the planned hostile takeover take place.
“We fully support the view our group management and board of directors and are convinced that
the planned transaction would harm the company and cause serious damage and disadvantages
to shareholders and employees,” according to the twopage
letter reviewed by the Financial Times.
The document, which also says that the two companies culture and management are not aligned and a
number of managers would consider quitting, is the latest effort by Sika to stop a deal between the Burkard
family, heirs to the Swiss company’s founder, and SaintGobain.
Under the terms of the SFr2.75bn December deal, the Burkards would sell their 16 per cent stake in the
business — which covers 52 per cent of voting rights — to SaintGobain.
The deal would allow SaintGobain
to gain control of the Swiss adhesive maker without having to make an
offer to acquire the remainder of the Sika shares.
SaintGobain
offered a 78 per cent premium at the time for the Burkard stake and said it did not intend to bid for the remainder of the
company’s share.
In acquiring Sika, SaintGobain
said it would keep the company listed while finding synergies between the two businesses.
SaintGobain
could not be reached for comment. The French construction products maker has consistently rejected arguments put
forward by Sika’s board and insisted that it will press ahead with its deal.
A spokesperson for the SchenkerWinkler
Holding, in which the Burkard family’s stake in Sika is held, said the Burkard’s had not received
the letter and therefore could not comment.
The transaction has been met with fierce opposition by Sika, which has sought to galvanise support among its shareholders and
employees to stop a deal.
Last week it challenged in court the Burkard family’s right to call an extraordinary meeting of shareholders to hold a vote on the deal. The
family said it would resort to all necessary legal means to enforce its rights.
A group of Sika investors with combined stakes accounting for more than 40 per cent of the company’s shares — including the Bill &
Melinda Gates Foundation and Fidelity Investments — have backed the Sika board’s attempts.
Shares in Sika, which has a market capitalisation of SFr6.7bn, have fallen 18.1 per cent since the deal was announced in December. SaintGobain
shares have climbed 8 per cent to €38.78, giving it a market value of €21.8bn.
Additional reporting by Michael Stothard
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Sika managers write to SaintGobain
warning against takeover
©Reuters
Managers of Swiss specialty chemicals company Sika
angry with Saint-Gobain
LE FIGARO NEWS - According to our information, around a hundred managers
have just sent a letter to the CEO of Saint-Gobain to protest against the takeover of
their group by the French corporation.
Following the example of the Board of Directors, Group Management and minority shareholders, it is now the turn
of Sika's managers to protest against the takeover of their group by Saint-Gobain. They too refuse to tolerate the
French company acquiring 52% of the voting rights by purchasing 16% of their firm's equity from the Burkard
family. Thus taking control of the Swiss specialty chemicals company. Around a hundred of Sika's senior managers
have expressed their displeasure in a letter sent to Saint-Gobain CEO Pierre-André de Chalendar on February 3. Le
Figaro has seen the letter. And they don't mince their words, to put it mildly. First, they believe that looking for
synergies between Saint-Gobain and Sika, which make rival products, can only be damaging for the Swiss
company. "Saint-Gobain has said that Sika would remain an independent group," they explain in this letter. "But at
the same time it would release synergies with its competitor Saint-Gobain. In our view, this is contradictory and
would have an extremely negative impact on our entire workforce." In particular, the Sika managers point out the
contrast between the "very decentralized" culture of their group, which allows it to "beat all its competitors in terms
of profitability", and that of Saint-Gobain, which they regard as "centralized" with "rather slow development" and
"lackluster results".
Resignation threats
They therefore state that if the French group takes control on the terms mentioned so far, "a substantial number of
key managers have indicated that they would quit the group". To give more weight to this missive, the hundred or so
managers that drafted it have signed the letter by hand. Even if the opposition of these managers cannot block the
takeover, the letter is another severe blow for Saint-Gobain. And the wind of revolt blowing through Sika threatens
to make the next few weeks very turbulent with regard to this matter. The
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