Sector News

Sika AGM supports fight to stay independent but battle for control will continue

April 15, 2015
Chemical Value Chain
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
 

comments closed

Related News

October 23, 2021

INEOS to take leading role in the hydrogen revolution with launch of hydrogen campaign

Chemical Value Chain

INEOS, Europe’s biggest operator of electrolysis needed to produce clean, low carbon hydrogen, has doubled down on its €2 billion investment in green hydrogen with the launch of a hydrogen advocacy campaign. The campaign kicked off with the publication of a powerful editorial in the Sunday Telegraph on the hydrogen economy written by Sir Jim Ratcliffe, INEOS’s founder and chairman.

October 23, 2021

Vertellus completes acquisition of IM Chemicals

Chemical Value Chain

Vertellus, a manufacturer of specialty products for consumer goods, food & agriculture, healthcare, and industrial markets, today announced the completion of its acquisition of IM Chemicals. With the addition of IM Chemicals, Vertellus expands its specialty ingredients portfolio into new markets and bolsters its manufacturing capabilities in Europe.

October 23, 2021

Johnson Matthey announces research project aimed at catalytic reduction if dairy methane emissions

Chemical Value Chain

A new collaboration between scientists, engineers, industry and farming experts hopes to demonstrate how clever technology can reduce the powerful greenhouse gases released by livestock to help agriculture reach carbon emissions targets.

Send this to a friend