In a letter to Saint-Gobain shareholders, Swiss specialty company SIKA AG chairman Paul Hälg denounced the “value of the [Saint-Gobain] takeover attempt,” writing it could take years for the issues to be worked out in the court system. In response, Saint-Gobain management released a statement saying that “all antitrust authorities have given pre-closing clearance” and the company is “determined to pursue this value-creating transaction for both groups.”
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. One year ago, SWH announced it was selling to Saint-Gobain, which would have given the French conglomerate controlling interest 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.
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.
In his letter to Saint-Gobain shareholders, SIKA chairman writes the deal would “destroy the value of SIKA and therefore would also destroy value for you as a shareholder of Saint-Gobain.”
“Due to legal proceedings initiated by the Burkard family against the company and some of its board members, which the final outcome may only be known in a few years, Saint-Gobain no longer predicts when the change of control would occur,” he says.
Hälg writes that the transaction “would destroy SIKA’s unparalleled growth model that has delivered significant value to shareholders over many years. All stakeholders in SIKA (except for the selling party) fully support our position.”
In addition, the chairman thanked SIKA shareholders in a separate letter for their “tremendous support during the last year.”
In its statement, Saint-Gobain management writes the company has received “unconditional approval from CADE, Brazil’s competition authority,” noting, “it is perfectly in line with the other unconditional approvals that Saint-Gobain has already received for this acquisition, including those coming from Switzerland and the European Commission. … The unconditional issuance of all pre-closing antitrust approvals follows the collapse of other arguments used by SIKA’s board to delay the closing of the transaction.”
The company’s management says it has extended its agreement with the Burkard family and its hedging contracts.
Saint-Gobain is “determined to pursue this value-creating transaction for both groups,” according to the statement.
To reader the SIKA chairman’s letter to Saint-Gobain’s shareholders, click here.
To read the letter to SIKA shareholders, click here.
To read Saint-Gobain’s response, click here.