Saint Gobain - Registration document 2016

3 STRATEGIC DRIVERS FOR SUSTAINABLE GROWTH 1. Balancing the Activities to ensure the Group is resilient

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STRATEGY DEVELOP THE SCOPE OF ACTIVITIES TO SUPPORT THE GROUP’S

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 of local acquisitions in Scandinavia, notably in Norway and In parallel, the Building Distribution Sector pursued its policy 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. 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 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 replacement and repair market in France. By purchasing this Acquisitions to capture growth in fast-growing countries

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, 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 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. 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 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 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 linked to the transaction within the two years following the strategy and its intent not to undertake any restructuring completion of the transaction. 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 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 term of the agreement until December 31, 2018. of this date, Saint-Gobain will have the option to extend the

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016

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