The Swiss Takeover Board has decided the Burkard family, which owns Schenker Winkler Holding AG, can move forward with selling its interest in Swiss chemical company Sika AG to French conglomerate Saint-Gobain.
“The Takeover Board has determined that the opting-out clause of Sika is valid,” according to the Swiss board’s decision.
This decision means the Burkard family can retain more than half of Sika AG’s voting rights without the need to make an offer for the rest of Sika’s shares.
The Burkard family-owned company controls 16.1 percent of Sika’s capital and has 52.4 percent in voting rights. The way the deal is set up, Saint-Gobain does not have to reimburse or buy the remaining shares to have controlling voting interest in Sika, according to Sika’s investors. This means that the Burkard family, which owns the majority of voting rights in Sika, could sell its stake to Saint-Gobain without the rest of the shareholders benefiting from such a deal.
“Yesterday evening, the Swiss Takeover Board decided that the opting-out of Sika AG pursuant to article 5 of the articles of incorporation is valid as such,” according to a statement released by Sika AG. “The Takeover Board has explicitly not decided the question, whether in view of the proposed transaction, the use of the opting-out by Saint-Gobain is abusive as has been put forward by Sika. According to the Takeover Board, this question will only have to be decided if indeed Saint-Gobain were to acquire more than 33 1/3 percent of the votes in Sika and then invoked the opting-out.”
“The Takeover Board has also decided that in the case of elimination of the opting-out (so called opting-in) the requirement that a majority of the minority shareholders must consent does not apply,” Sika adds in its statement. “The Takeover Board dismissed all further requests submitted by Schenker-Winkler Holding AG and decided Schenker-Winkler Holding AG has to bear the costs.”
Sika will analyze the decision of the Takeover Board and decide its next steps, according to the statement.
Saint-Gobain has not issued a statement at press time.