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Sika investors try to thwart Saint-Gobain
From the Financial Times of Tue, 23 Dec 2014 16:40:09 GMT
The company's logo of Swiss chemicals group Sika is seen at an office building in Zurich December 8, 2014. France's Saint-Gobain has offered 2.75 billion Swiss francs ($2.8 billion) to buy a controlling stake in Sika, but the move was rejected by the Swiss firm's management, sparking a slide in both companies' shares. REUTERS/Arnd Wiegmann (SWITZERLAND - Tags: BUSINESS CONSTRUCTION BUSINESS LOGO)©Reuters

Sika's founding family wants to sell its stake

A group of minority shareholders has launched a last-ditch attempt to prevent the French industrial group Saint-Gobain from buying its family-controlled Swiss rival Sika without making a bid for the whole company.

Saint-Gobain announced earlier this month that it had struck a SFr2.75bn ($2.78bn) deal to buy the stake in Sika owned by the Burkard family, which controls 16 per cent of the company’s shares but 52 per cent of its voting rights.

Together with a clause in Sika’s articles of association that exempts an investor buying more than a third of the company’s voting rights from having to make an offer for the rest of the group’s capital, this deal would allow Saint-Gobain to gain control of Sika without making an offer to minority shareholders.

On Tuesday, a group of shareholders spearheaded by the activist group Ethos, said they had filed a motion to remove this clause at an upcoming extraordinary general meeting.

“[The situation] is very detrimental to minority shareholders and endangers one of the flagships of Swiss industry despite the company currently being well-positioned in its market with very good growth perspectives,” Ethos said in a statement.

A spokesman for Sika said the company had received the request and that the board of directors would consider it before responding. Ethos said that if the clause were removed, Saint-Gobain would have to make an offer to all shareholders matching the one it had made to the Burkard family, which represented a 78 per cent premium to the stake’s value before the deal was announced.

“It is probable that Saint-Gobain will refrain from the purchase under such constraint,” Ethos said.

Saint-Gobain hit back, however, dismissing the validity of Ethos’s plan. “We have only one comment. The action by Ethos has no legal basis. The opt-out clause is completely legal,” the French group said.

Saint-Gobain’s takeover attempt has also faced resistance from the management and some of the Sika board’s members, who claimed when the deal was announced that it had no industrial logic.

Faced with this opposition, the Burkard family called an extraordinary meeting which it proposes to use to remove three directors from the board and replace them with its own candidates. The meeting is likely to take place early next year.

A spokesman for the Burkard family was not immediately available for comment.

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