Sika AG (SWX:SIKA) signed a definitive agreement to acquire MBCC Group from Lone Star Fund XI, L.P., a fund managed by Lone Star Americas Acquisitions, Inc., for €5.2 billion on November 10, 2021. The financing of the planned transaction is secured by a bridge loan facility. Sika AG remains committed to maintaining a strong investment grade credit rating and intends to put in place a long-term funding structure comprising a combination of cash-on-hand, bank loans, and capital markets instruments. MBCC Group has sales of approximately €2.7 billion. Completion of the transaction is subject to regulatory approval, but Sika AG is confident that all required clearances will be obtained. As of January 20, 2022, the transaction is subject to approval from The Australian Competition and Consumer Commission. As of May 30, 2022, CMA has launched phase 1 merger inquiry by notice to the parties and has a deadline of July 27, 2022 for its decision. As of July 27, 2022, the CMA has found that the anticipated purchase of MBCC Group by Sika AG could lead to a loss of competition. Sika AG and MBCC Group now have 5 working days to submit proposals to address the CMA's concerns. If suitable proposals are not submitted, the deal will be referred for an in-depth Phase 2 investigation. Closing is targeted for the end of 2022. The acquisition is accretive to Sika AG‘s earnings per share from the first full year post closing. As of August 10, 2022, the closing of transaction is now targeted for the first half of 2023, due to CMA's decision to conduct an in-depth examination. Sika has already received unconditional regulatory approval across a number of jurisdictions, including Japan, China, Brazil, South Africa, Saudi Arabia, Turkey and Thailand. For a transaction of this magnitude a detailed analysis is not unusual,” CEO Thomas Hasler noted in the statement. The CMA has appointed Richard Feasey (Chair), Jo Armstrong and Cyrus Mehta as Inquiry group. The CMA accepted the Parties' request to concede the SLC identified in the Phase 1 Decision, which will enable us to undertake a streamlined investigation with a focus on the assessment of remedial action. As of September 21, 2022, the CMA published an issues that sets out the issues currently envisaged that are being relevant to its investigation and invite interested parties to notify us if there are additional relevant issues which they believe CMA should consider. The CMA is not precluded from considering any other theories of harm which may be identified during the investigation. However, subject to new evidence being submitted, the CMA do not currently intend to investigate any other theories of harm in relation to this Merger. The CMA wants any party wishing to respond to this issues statement should do so in writing, no later than 5 PM, on October 5, 2022. As of October 25, 2022, the CMA has provisionally found that the anticipated acquisition may be expected to result in a substantial lessening of competition (SLC) in the supply of chemical admixtures for cement, concrete and wet mortar in the United Kingdom. However, the CMA states that this is not our final decision and we invite any interested parties to make submissions on these provisional findings by no later than on Monday November 14, 2022. The CMA has accepted a remedy from Carpenter and Recticel following concerns that Carpenter's merger with Recticel could harm manufacturers and lead to a worse deal for shoppers on items like mattresses and kitchen sponges. Competition and Markets Authority gave a green light to Sika AG for an acquisition of MBCC Group. As of February 8, 2023, the European Commission gives conditional approval on the transaction. As of February 22, 2023, The Competition Bureau has entered into a consent agreement with Sika AG to address competition concerns with its acquisition of MBCC Group. The Commissioner is satisfied that the sale of MBCC Group's admixture systems businesses in Canada and the US and the research and development center in Germany will resolve the competitive issues arising from the proposed transaction in Canada.


Florian Kästle, Thorsten Seidel, Andrea Ziegler, Ulrich Weidemann, Holger Engelkamp, Annalena Nink, Alan Zoccolillo, Nicolas Kredel, Jan Kresken, Gavin Bushell, Creighton Macy, John Fedele, Gregor Dornbusch, Anahita Thoms, Joachim Fröhlich, Andreas Schulz and Jannan Crozier of Baker & McKenzie advised Sika AG. Michael Francies, Max Oppenheimer, Edward Freeman, Niklas Maydell, Neil Rigby, Jenny Doak and Barry Fishley of Weil, Gotshal & Manges Limited and Brianne Kucerik and Rob Meyer of Weil, Gotshal & Manges LLP acted as legal advisors to Lone Star Americas Acquisitions, Inc. BofA Securities, Inc. acted as financial advisor to Sika AG in the transaction. Citigroup acted as financial advisor to Lone Star Americas Acquisition. Daniel Borg, Neel V. Sachdev, and Sam Sherwood of Kirkland & Ellis acted as legal advisor to Lone Star Americas Acquisitions, Inc. JPMorgan Chase & Co. (NYSE:JPM) acted as a financial advisor to Lone Star Fund XI, L.P. Monia Dobrescu of Musat & Associates and Marcel Tranchet, Tino Gaberthüel, Roland Fischer and Federico Hensele of Lenz & Staehelin acted as legal advisers to Sika.

Sika AG (SWX:SIKA) completed the acqusition of MBCC Group from Lone Star Fund XI, L.P., a fund managed by Lone Star Americas Acquisitions, Inc., on May 2, 2023. Guillaume Nataf, Arnaud Cabanes and Denise Broussal Baker & McKenzie France acted as legal advisors for Sika AG.