| Bid price is well below the fair value of sia shares – lack of industrial strategy and logic would compromise the company's further development, locations and jobs
Since the preliminary announcement of the unsolicited takeover bid to shareholders of sia Abrasives Holding AG was made by Behr Deflandre & Snozzi BDS AG on 26 August 2008, the Board has examined the business plan and company valuation. This in-depth analysis has concluded that the published bid of CHF 385.00 per share substantially undervalues sia Abrasives. In the Board's judgement, the bidder's lack of transparency about continuing or changing the successful strategy followed by sia Abrasives and also the lack of industrial logic for a takeover of sia Abrasives by financial investor BDS leave critical issues open regarding the company's continued development and its locations and jobs. In a preliminary assessment made in fulfilling its responsibility to independent shareholders and stakeholders, the Board of sia Abrasives therefore strongly and unanimously rejects the announced unsolicited takeover bid from Behr Deflandre & Snozzi BDS AG. The Board's detailed report on the takeover bid from BDS will be published in due course.
Together with their financial advisors from Swiss Capital Group, the Board of Directors and Executive Committee of sia Abrasives have conducted a thorough validation of the Group's business plan and company valuation. "We have clearly reached the conclusion that the bid of CHF 385.- per share does not reflect the fair value of sia Abrasives", says Peter A. Schifferle, Chairman of the Group's Board. In addition to its own review, the Board has sought an independent fairness opinion. The results of this will be available no later than the date of publication of the formal Board report on the takeover bid.
The inadequate price offered is also apparent from the extremely low premium of only 3% offered by BDS over the minimum bid price required by law. Indeed, in talks initiated by the Board of sia Abrasives, the bidder let it be understood that it did not aim to take over sia Abrasives fully but only to control more than 50%.
In the talks with the Board of sia Abrasives, the bidder did not give any indications of how it wants and can achieve stronger sales and earnings growth than that delivered by the corporate strategy currently followed by sia Abrasives. In addition, the Board cannot see how new or additional expertise and access to new markets could be gained if a financial investor like BDS were to take over sia Abrasives. Finally, there is also no promise of any cost savings or other synergies that could be generated through a takeover by BDS or that could not be achieved by sia Abrasives on its own. Therefore it is incomprehensible to the Board how the bidder wishes to create sustainable added value for shareholders. Added to that, critical issues remain open regarding job protection and the associated quality assurance as well as the future significance of the company's locations. Furthermore, the takeover bid launched by BDS contrary to previous assertions indicates that the corporate cultures of BDS and sia Abrasives are clearly not compatible.
Consequently, the Board of sia Abrasives strongly and unanimously recommends shareholders to reject the announced takeover bid from BDS due to the inadequate price, lack of industrial logic and the above-mentioned strategic uncertainty. In addition, the Board reserves the right to evaluate alternatives to the BDS bid that make more sense price-wise and industrially. Furthermore, the Board of Directors points out that, in accordance with the applicable registration restrictions of sia Abrasives Holding AG, it will not record Behr Deflandre & Snozzi BDS AG and the companies and persons related to it as holding more than the already registered 5% of the voting rights in the company's share register because a resolution by the General Meeting would be required to remove the 5% restriction on voting rights prescribed in the Articles of Association.
Until publication of the Board's final report following the announced publication of the tender offer by BDS, the Board recommends all shareholders not to sell their shares and not to take any action with respect to the tender offer.
About the sia Group The sia Group based in Frauenfeld ranks among the world’s top three suppliers of flexible abrasives. It develops, manufactures and markets complete abrasive systems tailored to specific requirements and applications for surface preparation and finishing of all kinds. This commitment has made abrasive processes into true surface technologies. Employing some 1,150 people worldwide, sia Abrasives posted net sales of CHF 298 million and operating profit (EBIT) of CHF 30.3 million for 2007. sia Abrasives Holding AG is listed on the SWX Swiss Exchange and generates more than 90% of its sales outside Switzerland.
Correct nomenclature for sia Abrasives Holding AG As there are other companies and organisations that use the same abbreviation as our company, we would be grateful if you could help to avoid any misunderstandings by always writing our name as follows: sia Abrasives (never sia on its own) |