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Proposed Sika board member withdraws over independence

December 30, 2014
Chemical Value Chain
(Reuters) – A proposed board member of Switzerland’s Sika, set to be controversially acquired for $2.8 billion by Saint-Gobain, said on Monday he is withdrawing his candidacy after concluding he would not be independent.
 
The move is a setback for the Burkard-Schenker family, which controls a majority stake in the Swiss construction chemicals maker and is seeking to oust three board members who are fighting the sale of their holding to the French group.
 
Chris Tanner, finance chief at biotech firm Cosmo Pharmaceuticals, said he had changed his mind about joining the board, having initially accepted an invitation from Urs Schenker, a member of the Burkard-Schenker family and a Sika board representative, and Willi Leimer, a Sika board member who chairs the Burkard-Schenker family’s separate holding firm.
 
“A few days ago Urs Schenker and Willi Leimer, old friends of mine, asked me to make myself available for a possible new board at Sika, which had just announced a very controversial change of control,” Tanner wrote in a letter to business friends and associates.
 
“I initially agreed, but we then all agreed that the assurances I wanted as to effective independence were unlikely to be forthcoming, so I have withdrawn my candidacy,” Tanner said in the letter, part of which he made available to Reuters.
 
Tanner’s decision complicates efforts by the Burkard-Schenker family to quell boardroom opposition to the sale by seeking control of a majority of board seats, and raises the spectre of a messy public battle between the family and rebellious executives and board members.
 
Under Swiss securities law, the board must respond to the family’s request for a general meeting of shareholders, but cannot block the majority shareholder’s sale of its holding.
 
A spokesman for the Burkard-Schenker family said the meeting would still be held and noted its other proposed board member, Max Roesle, remained a candidate. He said the family did not want to comment on Tanner’s decision.
 
Sika was not immediately available for comment.
 
Sika executives recently launched a road show with investors to outline what they see as alternatives to an outright takeover, but these ideas have received a cool reception from the French firm, which has in the past said the deal will go forward as agreed with the Burkard-Schenker family. (Reporting by Katharina Bart; Editing by David Holmes)

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