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Shareholder in Swiss firm Sika seeks removal of board members

October 5, 2015
Chemical Value Chain

(Reuters) – Swiss chemicals company Sika said on Friday that its controlling shareholder, at loggerheads with management over a disputed takeover by France’s Saint-Gobain, had filed a legal challenge seeking the removal of several board members.

Management and most of the Sika board are already locked in a court battle with the wealthy Burkard-Schenker family, who control the company through a more powerful class of shares than retail investors own.

Last December, Saint-Gobain agreed to buy a 16.1 percent stake from the Burkard-Schenker family that carries 52.4 percent of Sika’s voting rights — enough for control and, at 2.75 billion Swiss francs ($2.83 billion), a far cheaper option than buying the whole company.

The family called a shareholder meeting in July with the aim of removing some board members and electing a replacement aligned with them to secure the sale of their stake to Saint-Gobain.

But it failed at the meeting to win board changes to try to push through the takeover by Saint-Gobain.

Schenker-Winkler Holding (SWH), the Burkard-Schenker family’s holding company, has now challenged decisions taken at the July meeting and is seeking the removal of three independent board members, the company said on Friday.

SWH already has a similar legal challenge pending before the cantonal court of Zug regarding April board elections.

“Sika remains convinced that the absorption of Sika by a large conglomerate … lacks any industrial logic,” the company said in a statement, referring to Saint-Gobain. ($1 = 0.9717 Swiss francs) ($1 = 0.9720 Swiss francs) (Reporting by Brenna Hughes Neghaiwi; editing by Adrian Croft)

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