In 2015, the antitrust authorities gave their “unconditional approval” for French conglomerate Saint-Gobain to gain a controlling interest in Swiss specialty chemicals company SIKA AG, Saint-Gobain management wrote in their 2015 financial report.
“Various legal decisions were handed down in favor of the deal’s completion, thereby dismissing all of the arguments put forward by SIKA’s board of directors,” according to Saint-Gobain’s management.
The last obstacle that remains to the deal’s completion is SIKA’s limitation of Schenker-Winkler Holding (SWH) voting rights to 5 percent, according to the company.
“A decision is the first instance on this is expected from the Swiss Zug Supreme Court in the summer of 2016,” Saint-Gobain management said.
More than a year ago, SWH announced it was selling to Saint-Gobain, which would give the French conglomerate controlling interest in SIKA. 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 clause means Saint-Gobain does not have to reimburse or buy the remaining shares to gain a controlling voting interest in the company.
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 extraordinary shareholders meeting.
SIKA’s board points to the company’s articles of association as the reason behind the restriction. The Swiss company’s board of directors and management are opposed to the deal.
Saint-Gobain, however, says it remains committed.
“The strategic interest of the transaction is confirmed and its financial logic reinforced,” according to Saint-Gobain’s management.
“Saint-Gobain reiterates its commitment to protect SIKA’s culture and staff once the acquisition is completed,” management wrote in the financial report.
In SIKA’s latest financial report, the company’s management said, “SIKA’s public shareholders, board of directors, group management, 160 senior managers and employee representatives remain opposed to Saint-Gobain’s hostile takeover bid, which they believe would fundamentally jeopardize the Sika success story.”
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