(Reuters) – Saint-Gobain’s attempted takeover of Switzerland’s Sika took another twist on Thursday as two investors said they will appeal against a ruling that the French building materials company is not required to make an offer for all of Sika’s shares.
The French group agreed in December to buy from the Burkard-Schenker family a 16.1 percent stake that carries 52.4 percent of Sika’s voting rights — enough for control and, at 2.75 billion Swiss francs (2 billion pounds), a far cheaper option than buying the whole company.
Sika’s management and many shareholders have objected to the move, arguing that Saint-Gobain is abusing the company’s bylaws and that the extra voting rights are not transferable.
Switzerland’s takeover board on Wednesday dismissed an objection from Sika investors Cascade Investment and the Bill and Melinda Gates Foundation, ruling that an “opting out” clause was applicable to Saint-Gobain’s offer.
The clause in the Swiss firm’s bylaws allows Saint-Gobain to avoid rules that would normally oblige it to make an offer for all of the shares.
Saint Gobain welcomed the ruling in an emailed statement.
However, the two investors said on Thursday that they would lodge an appeal against the takeover board’s decision with Swiss financial regulator FINMA.
Sika said last month that the two investors jointly held 3 percent of Sika’s voting rights.
Shares in Sika opened 2.8 pct lower. At 8:12 a.m. the shares were down 1.8 percent.
(Reporting by Joshua Franklin; Editing by David Goodman)