03/22/2023
Ad hoc announcement pursuant to Art. 53 LR
The British Competition and Markets Authority (CMA) has provided Sika with provisional negative feedback regarding INEOS Enterprises as a prospective buyer for the divestment of MBCC Group’s chemical admixtures assets in England, the USA, Canada, Europe, Australia, and New Zealand (“Disposal Perimeter”), due to competition concerns. The disposal is part of the required remedy process for the approval of Sika's acquisition of MBCC Group. The parties therefore agreed to terminate the contract, while Sika has agreed to sell the Disposal Perimeter to international private equity firm, Cinven. The CMA has already approved Cinven as a suitable buyer of the Disposal Perimeter. Financial and transaction parameters remain largely unchanged. This also applies to the timing for the closing of the divestment as well as the MBCC acquisition, which are expected to take place in the first half of 2023.
"The fact that we reached an agreement with Cinven without material changes underlines once more the attractiveness of the chemical admixture business. Cinven with its extensive expertise in this sector is an ideal partner for continuing the successful growth path of this business which in turn will create significant opportunities for MBCC employees." Thomas Hasler, Chief Executive Officer
“The MBCC admixture assets perfectly complement the portfolio of the Cinven funds. Cinven has a long-term view with ambitious growth and investment plans. With the acquisition, we strengthen Cinven’s footprint in the construction market and boost its capabilities with renowned brands such as MasterBuilders”, said Pontus Pettersson, Partner at Cinven.
Cinven has a 40-year track record as an international investor with a growth-focused, long-term approach. It has significant industry expertise through its investments in specialty chemicals provider Arxada (formerly Lonza Specialty Ingredients), in Chryso, a leading producer of admixtures to the construction industry and construction products distributor Ahlsell.
The Disposal Perimeter generated net sales of around CHF 920 million in 2022 and includes production sites and sales offices in 36 countries with more than 1,600 employees. The completion of the divestment of the Disposal Perimeter as well as Sika’s acquisition of MBCC Group are still subject to certain regulatory approvals. Together with MBCC Group, Sika expects to generate annual synergies of CHF 160 to 180 million. The company has already received unconditional regulatory approval for the acquisition of MBCC Group in countries such as Japan, China, Brazil, South Africa, Saudi Arabia, Turkey, Colombia, Thailand, and Mexico.