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St-Gobain offers Sika meeting but stands firm on taking control

February 10, 2015
Chemical Value Chain
(Reuters) – Saint-Gobain (SGOB.PA) is happy to meet the management of Swiss chemicals group Sika (SIK.VX) who are resisting its bid for control, but the deal by which the French building supplies firm has acquired a key Sika stake is “irrevocable,” a letter seen by Reuters said.
 
In the letter, dated Feb. 9 and replying to protests about the deal from Sika management, Saint-Gobain Chairman and Chief Executive Pierre-Andre de Chalendar said the meeting would address “fundamental misconceptions” about his company and “correct some misunderstandings” in a letter they had written to him.
 
Saint-Gobain agreed on Dec. 8 to buy a controlling stake in Sika from the Burkard-Schenker family which, via a dual shareholder structure, has 52.4 percent of the voting rights but only 16.1 percent of the share capital.
 
The deal would give Saint-Gobain control of Sika without buying it outright. The board rebelled immediately against the sale, citing a legal opinion that the extra voting rights should fall to just 5 percent in the event of a planned sale. It is using this argument to deny the Burkard-Schenker family the extraordinary shareholders meeting (EGM) it has demanded, and at which it would vote in a new, more compliant board.
 
(Reporting by Gilles Guillaume; editing by Blaise Robinson)

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