Sika (Baar, Switzerland) won another round in its fight to prevent the 2.75 billion Swiss francs ($2.83 billion) sale of a controlling stake to France’s Saint-Gobain at its annual general meeting (AGM) on Tuesday. The two rival groups, the Burkard-Schenker family, represented by the Schenker-Winkler Holding (SWH), and the company’s board and management have been battling over the deal for the past four months and the fight is set to continue, probably for at least the remainder of this year.
Unsurprisingly, after the board restricted SWH’s voting rights to 5%, the AGM rejected SWH’s proposal to dismiss three of the nine-member Sika board, including chairman Paul Haelg, and to elect a family nominee, Max Roesle as his replacement. SWH, despite holding only a 16.1% stake in Sika, has a theoretical 52.4% of the voting rights, due to the family’s position as descendants of the company’s founder. All three board members, leaders in the fight against SWH and Saint-Gobain, were re-elected by the AGM.
Urs Burkard, an SWH representative who sits on the Sika board, was incensed by the decision. “What the board is doing here is simply expropriation, robbing us of our votes and our right of control over Sika,” he said. He said that the family would continue its legal fight to overturn the restriction on its voting rights and hence the validity of the AGM decisions.
However, chairman Paul Haelg told shareholders, “Today is about nothing less than Sika’s future and that of its 17,000 employees.” He also revealed that board members have produced an alternative aimed at giving the family a premium, which was also in the company’s best interests. But he did not give further details of this proposal.
More surprising was the fact that the AGM turned down a proposal by a shareholders group led by the Ethos Foundation that would delete the so-called “opting out” clause from the company’s articles of association. This clause exempts Saint-Gobain, if it secures control of Sika via SWH, from having to make an offer for the rest of the company. The AGM also agreed to an SWH proposal for another, extraordinary, general meeting, to be held on 24 July, at which the family will again seek to have the three “rebel” directors, Haelg, Monika Ribar and Daniel Sauter, replaced, and Roesle appointed chairman.
Saint-Gobain said in a statement it was determined to implement the deal and was confident that Swiss courts would ultimately back the family’s position.
By Natasha Alperowicz
