The Swiss Competition Commission Green Lights Saint-Gobain’s Acquisition

boardroomThe Swiss Competition Commission has “unconditionally authorized Saint-Gobain’s acquisition of control over SIKA” according to French conglomerate Saint-Gobain.

“This decision follows the favorable ruling handed down by the European Commission on July 22, 2015 as well as the decisions already received from other competition authorities, notably in the United States and China,” according to Saint-Gobain. “By unconditionally authorizing the transaction, these decisions confirm the industrial logic of the tie-up between the two groups.”

Swiss specialty chemical company SIKA AG had not yet issued a response to the Swiss Competition Commission’s decision at press time.

Saint-Gobain’s plan to gain a controlling interest in SIKA was revealed late last year. Schenker-Winkler Holding (SWH), which is owned by the Burkard family, controls 16.1 percent of SIKA’s capital with 52.4 percent in voting rights. Saint-Gobain plans to acquire SWH, thus majority voting power in SIKA. The wording of SIKA’s opt-out clause means Saint-Gobain does not have to reimburse or buy the remaining shares to gain a controlling voting interest in the company. SIKA’s board, its current management and some investors are attempting to stave off the bid by Saint-Gobain.

The European Commission approved the proposed acquisition of SIKA in late July.

The Swiss Federal Administrative Court (FAC) upheld SIKA’s opt-out clause in early September, rejecting a complaint filed over the clause by the Bill and Melinda Gates Foundation Trust and Cascade Investment, SIKA investors.

In response to the proposed deal, SIKA’s board has been restricting the voting rights of SWH to 5 percent of all registered shares. This has limited the company’s voting power during SIKA’s annual general meeting and recent extraordinary shareholders meeting. The restriction in voting power at the extraordinary meeting thwarted the Burkard family-owned company’s attempt to remove the board chairman and several board members.

SIKA’s board of directors show no signs of lifting SWH’s voting restriction.

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