The European Commission has approved the proposed acquisition of Swiss specialty chemical company SIKA AG by French conglomerate Saint-Gobain.
“The Commission concluded that the proposed acquisition would not raise competition concerns because the combined market shares of the parties are moderate and a large number of competitors will remain active after the merger in all markets concerned by the transaction,” according to a statement from the EU Commission. “The transaction was examined under the normal merger review procedure.”
Saint-Gobain’s management says “these statements confirm the industrial logic of the transaction.”
“They clearly contradict SIKA’s systematic allegations regarding the competitive situation between the two groups, which, according to SIKA’s board, justifies its opposition to the transaction.”
Saint-Gobain plans to gain a controlling interest in SIKA by acquiring Schenker-Winkler Holding (SWH). SWH, which is owned by the Burkard family, controls 16.1 percent of SIKA’s capital with 52.4 percent in voting rights. The wording of SIKA’s opt-out cause means Saint-Gobain does not have to reimburse or buy the remaining shares to gain a controlling voting interest in SIKA.
In SIKA’s annual general meeting in mid-April, the Swiss company’s board of directors restricted the voting rights of SWH at the meeting to 5 percent for all registered shares “to the extent that such a restriction is necessary to prevent an early change of control to Saint-Gobain,” according to SIKA’s statement at the time.
Saint-Gobain points to the EU Commission’s decision as justification for why SIKA’s board “cannot validly reduce the voting rights of Schenker-Winkler Holding (SWH), notably at SIKA’s extraordinary general meeting on July 24, 2015.”
The extraordinary general meeting of SIKA’s shareholders is set for Waldmannhalle in Barr, Switzerland, at 10:30 a.m. (Central European Summer Time) on Friday.
SIKA had not yet issued a statement regarding the EU Commission’s decision at press time.