Sika AG (SIK.VX) has received a boost in its battle to fend off the $3 billion hostile takeover bid from France’s Saint-Gobain SA (SGO.FR) after a big U.S. asset manager bought a stake in the Swiss chemicals maker.
Memphis, Tenn.-based Southeastern Asset Management Inc. purchased a 3% holding in Baar-based Sika and said it “fully supports” the company’s management and independent board of directors in their opposition to the takeover.
Southeastern, which has 25 billion euros ($28.1 billion) in assets under management, describes itself as an “engaged investor.” It plans to remain a long-term stake in Sika and increase its stake according to prices and market conditions, a spokesman for the investor said.
Sika has been embroiled in a heated takeover battle since December, when Paris-based Saint-Gobain announced an agreement to pay 2.75 billion Swiss francs ($2.95 billion) for Schenker-Winkler Holding AG, the investment vehicle controlled by Sika’s founding family.
The deal would have given the French construction materials company control of Sika because SWH holds 16% of the stock, but has 52% of the voting rights.
The move sparked opposition when Saint-Gobain said the offer wouldn’t be extended to the other shareholders in Sika, which makes chemicals used in the construction and automotive industries. Shareholders, including the Bill & Melinda Gates Foundation Trust, Fidelity Worldwide Investment and Columbia Threadneedle Investments, have all raised concerns.
Sika’s board has also opposed the takeover, saying it didn’t make business sense and moved to limit the family’s voting rights. This decision and others are being contested in court proceedings in Switzerland.
Southeastern said the sale of the family’s 16% stake to Saint-Gobain without an offer to other shareholders disadvantaged all Sika shareholders, employees and customers.
The sale “should not proceed as currently structured,” Southeastern said in a statement. The investor would seek talks with Saint-Gobain, a spokesman said.
A Sika spokesman welcomed the investment and Southeastern’s backing of the company’s board. “This is good news they are joining other longstanding investors,” he said.
A Saint-Gobain spokesman said the Southeastern purchase hadn’t changed the situation and it still remained committed to taking control of Sika by buying SWH. “Southeastern has bought the shares on the open market from other shareholders, so it is another minority shareholder,” he said.
SWH wasn’t immediately available for comment.
By John Revill