Swiss Court Rules Against Saint-Gobain in Sika Dispute

October 31st, 2016 by Editor

A Swiss court sided with Swiss specialty chemical company SIKA AG’s management Friday in a dispute with its founders, who want to sell their shares to French rival Saint-Gobain SA.

The court decision is the latest in a years-long dispute between the two companies. The Burkard family – which founded SIKA AG – owns SIKA’s majority voting rights via Schenker-Winkler Holding (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, Saint-Gobain extended its deal with the Burkard family, giving the company more time to acquire a controlling interest in SIKA AG. 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.

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

The SIKA “non-conflicted” board members “ … welcome the decision as it confirms their position and legitimizes the actions of Sika’s Board,” according to a SIKA press release. “The non-conflicted Board members re-emphasize that they continue to be available for discussions with the Burkard family to find an amicable solution that is in the best interest of all stakeholders.”

Saint-Gobain issued a statement October 28 reaffirming its intention to acquire SIKA AG.

“As SWH has stated its intention to appeal this decision to the High Court of Zug, Saint-Gobain is confident that the Swiss justice will, on appeal, restore the ownership rights of SWH, the Burkard family’s holding company,” according to the statement.

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