Saint Gobain - Registration document 2016

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3 STRATEGIC DRIVERS FOR SUSTAINABLE GROWTH
1. Balancing the Activities to ensure the Group is resilient
52 SAINT-GOBAIN - REGISTRATION DOCUMENT 2016
STRATEGY
DEVELOP THE SCOPE OF ACTIVITIES TO SUPPORT THE GROUP’S 1.2
scope of its business activities, adhering closely to the
In 2016, Saint-Gobain pursued active management of the
view to strengthening the Group’s profile in high value-added
Group’s strategy. Various transactions were carried out with a
businesses and promising markets.
Targeted disposals to optimize the Group’s
scope
net consolidated sales of €300 million in Building Distribution
In 2016, Saint-Gobain made disposals representing full-year
specialist roofing distributor) and its distribution activities in
alone. In January 2016, it disposed of Gallhöfer (a German
disposals in France and Ireland.
Hungary and the Czech Republic. There were smaller-scale
Distribution Sector’s profile in its primary
Local acquisitions to strengthen the Building
markets
cumulative full-year net consolidated sales figure for 2016 of
Sweden, where the companies acquired represented a
and the United Kingdom to strengthen the position of the
nearly €85 million. Other acquisitions took place in France
Building Distribution Sector.
of local acquisitions in Scandinavia, notably in Norway and
In parallel, the Building Distribution Sector pursued its policy
Acquisitions to capture growth in
fast-growing countries
and dry mix products company. The Group acquired Pietta, a
signature of an agreement to acquire E-Mix, a leading mortars
flat glass systems for the façade markets and certain
Romanian company active in glass processing and insulating
other fast-growing countries, such as Chile, in mortars, and
industrial applications. Similar transactions were carried out in
Brazil, in adhesives.
development of its activity in South-East Asia with the
economies. For example, Saint-Gobain Weber stepped up the
During the year, the Group also made equity investments or
increased its holding in companies operating in fast-growth
Acquisitions to develop adjacent markets
Saint-Gobain can consolidate its positions in the fitting trade
countries. The acquisitions of wood wool-based insulation
in Europe, where the Group is already operating in nine
also reflect the Group’s determination to expand into
materials manufacturer Buitex, and adhesives specialist H-Old
range of solutions and take positions in future markets today.
adjacent solutions, to provide its customers with a broad
franchise, which offers significant potential for growth,
replacement and repair market in France. By purchasing this
solutions that are complementary to those developed by
Lastly, the Group continued its acquisition of companies with
Following this guiding principle, the Group acquired two
Saint-Gobain and which have high growth potential.
on digital services in materials distribution. Saint-Gobain also
French start-ups to enable its long-term differentiation based
franchise network is number two in the automotive flat glass
signed an agreement to acquire France Pare-Brise, whose
hedged in euros), of Schenker Winkler Holding AG (SWH)
Saint-Gobain, for 2.83 billion Swiss francs (an amount fully
capital and 52.92% of its voting rights. After the acquisition,
which, at December 31, 2016, held 16.97% of Sika’s share
its financial statements by global consolidation, with a
the Saint-Gobain Group will be able to incorporate Sika into
positive impact on net income from year one.
company. The plan consists of the acquisition by
controlling interest in Sika, a leading construction chemicals
Further, Saint-Gobain is continuing its plan to acquire a
differentiation. Given the deal's strong industrial rationale, as
customer portfolios and markets, this deal will generate
a result of complementary technology and products,
shared between the two groups.
synergies from year four following its completion, to be
This plan is fully in line with Saint-Gobain’s strategic
intensity, presence in fast-growing countries and product
objectives: improving growth potential, lower capital
linked to the transaction within the two years following the
strategy and its intent not to undertake any restructuring
completion of the transaction.
that is respectful of Sika’s business culture, image and roots.
Saint-Gobain intends to pursue Sika’s development in a way
headquarters, its brand, and its listing on the Swiss Stock
Thus, Sika will maintain its integrity while retaining its current
Exchange. Saint-Gobain renews its support to Sika’s 2018
Completion of this deal is subject to clearance from the
December 2, 2015. Further, on August 27, 2015, the Swiss
competent anti-trust authorities, which were all obtained on
validity of the opt-out clause provided in Sika’s bylaws
Federal Administrative Court confirmed in last resort the
takeover bid following the acquisition of the SWH shares.
exempting Saint-Gobain from launching a mandatory
term of the agreement until December 31, 2018.
of this date, Saint-Gobain will have the option to extend the
Saint-Gobain and its Board of Directors took note of the
October 28, 2016, which rejected SWH’s demand for
ruling handed down by the Cantonal Court of Zug on
Meeting of Sika on April 14, 2015 for which SWH's voting
cancellation of the resolutions passed by the Annual General
Supreme Court against this decision. Saint-Gobain had
rights had been restricted, and SWH’s appeal to the Zug
family the term of the purchase agreement relating to the
anticipated these decisions by extending with the Burkard
disposal of SWH shares, from March 2016 to June 30, 2017. As