SIKA Receives Appeal of Swiss Court Decision in Takeover Attempt

SIKA AG has received an appeal filed by Schenker-Winkler Holding AG against a Swiss court that favored SIKA in a years-long dispute.

In a release dated January 5, SIKA noted that on October 27, 2016, the Cantonal Court of Zug (Switzerland) “ … denied all requests of Schenker-Winkler Holding AG (SWH). The Court held that the restriction of SWH’s voting rights at the Annual General Meeting 2015 pursuant to the share transfer restriction … was legal.”

The October decision was the latest in a years-long dispute between Swiss specialty chemical company SIKA AG and its founders, who want to sell their shares to French rival Saint-Gobain SA. The Burkard family – which founded SIKA AG – owns the company’s majority voting rights via SWH.

More than a year ago, SWH announced it was selling to Saint-Gobain, which would give the French conglomerate controlling interest in SIKA. SWH controls 16.1 percent of SIKA’s capital with 52.4 percent in voting rights.

In March 2016, Saint-Gobain extended its deal with the Burkard family, giving the company more time to acquire a controlling interest in SIKA AG. In response, SIKA’s board restricted the voting rights of SWH to 5 percent of all registered shares. This limited the company’s voting power during SIKA’s annual general meeting and extraordinary shareholders meeting.

Saint-Gobain challenged this strategy in the Swiss Zug Court, but the court’s October ruling prevented the Burkard family from selling its voting rights in Sika to Saint-Gobain. Saint-Gobain is appealing this decision.

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