More than 100 senior managers at Swiss specialty chemical company Sika AG have signed a letter stating their opposition to the French conglomerate Saint-Gobain’s bid to acquire controlling interest in the company, according to a report. The letter was sent to Saint-Gobain’s CEO.
“A considerable number of key managers have already signaled that they would consider leaving the company if the proposed transaction would go ahead as planned,” according to the report.
“In our view, Saint-Gobain … does not have such outstanding track records: The company is managed in an administrative and centralistic way. The expansion is rather slow and the business results are not convincing,” according to the letter that was sent.
According to Bloomberg, Saint-Gobain CEO Pierre-Andre de Chalender has received the letter and is planning a response.
Sika investors who together hold more than 40 percent of the share capital are supporting Sika’s opposition to the deal.
“[They] have expressly stated their support for the course adopted by the Board of Directors and Group Management,” according to a Sika statement.
“Twenty-two pension funds from Swiss companies, cities and public institutions have joined the initiative launched by the Ethos Foundation to fight off Saint‐Gobain,” officials write in the statement. “Other pension funds, prominent institutional investors and private investors explicitly support the actions taken by the board of directors.
Sika management says the investors’ interests are jeopardized “by the hostile takeover bid.”
“This is because Saint‐Gobain wants to assume full control of the company with only 16 percent of the share capital, thus creating huge conflicts of interest which endanger the superior business model and successful growth strategy of Sika,” according to the statement.
The Sika Board of Directors has decided the Burkard’s family voting rights in the company should be reduced to 5 percent. The Saint-Gobain deal hinged the Burkard’s family’s agreement to sell Schenker Winkler Holding AG to Saint-Gobain. The family-owned company controls 16.1 percent of Sika’s capital and 52.4 percent of its voting rights, which would have paved the way for Saint-Gobain to gain controlling interest of Sika.
Meanwhile, Saint-Gobain officials have responded with their own statement, writing, “Saint-Gobain has taken notice of the acts of the board of directors of Sika. Saint-Gobain is advised by its legal counsel that those actions are clearly against all corporate law and governance principles in Switzerland.”
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