Sector News

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

April 15, 2015
Energy & 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

February 25, 2024

Antwerp Declaration for a European Industrial Deal: industry leaders call for 10 urgent actions to restore competitiveness and keep good jobs in Europe

Energy & Chemical Value Chain

During a European Industry Summit held on the site of BASF in Antwerp, leaders from basic industry sectors, representing 7.8 million workers in Europe, joined forces with European trade unions and European leaders to address pressing concerns regarding Europe’s industrial landscape.

February 25, 2024

Blue hydrogen could contribute 50% more to global warming than fossil fuels

Energy & Chemical Value Chain

The use of blue or low-carbon hydrogen, made from natural gas with carbon capture and storage (CCS), could increase near-term global warming by 50% compared with burning fossil fuels directly for energy if emissions are not properly managed, according to a new study by NGO the US Environmental Defense Fund (EDF) and the University of Arizona.

February 25, 2024

EU approves €6.9 Billion state aid for 33 hydrogen projects

Energy & Chemical Value Chain

In a move to improve the supply of renewable hydrogen and thus reduce dependence on natural gas and contribute to achieving the objectives of the European Green Deal and the REPowerEU plan, the EU Commission has approved a third Important project of common European interest (IPCEI) to support hydrogen infrastructure.

How can we help you?

We're easy to reach