A Swiss court has confirmed that Saint-Gobain (Courbevoie, France) is not required to make a mandatory public takeover bid for all of the shares in Sika (Baar, Switzerland). Saint-Gobain, as previously reported, is trying to gain control of Sika by acquiring the Schenker-Winkler Holding’s (SWH) 16.1% equity stake and 52.4% voting rights in Sika for 2.75 billion Swiss francs ($2.84 billion). SWH is the Burkhard-Schenker family’s holding firm. Sika’s board has been in a legal battle for months with the Burkhard-Schenker family over the family’s agreement to sell its interest in Sika to Saint-Gobain.
Switzerland’s federal administrative court has ruled that Saint-Gobain’s agreed purchase of a minority stake with majority voting rights in Sika does not oblige Saint-Gobain to make an offer for the remaining shares in Sika. The ruling is definitive and cannot be appealed, the court said in a statement on Wednesday. The court’s decision confirms similar rulings earlier this year by Switzerland’s takeover board, the country’s financial market regulator, and the European Commission.
Sika’s minority shareholders—including the Bill & Melinda Gates Foundation Trust—had appealed to the federal administrative court in an effort to prevent Saint-Gobain from using an opt-out clause in Sika’s statutes to avoid making a bid to all Sika shareholders. They say that they will continue to oppose Saint-Gobain’s plans to take control of Sika.
Saint-Gobain says it “welcomes the final appeal ruling handed down by the federal administrative court, confirming the validity of the opt-out clause in Sika’s bylaws and expressing no reservations about its application to Saint-Gobain’s acquisition of all shares of SWH. Once again, another key argument put forward by Sika’s board of directors has collapsed,” Saint-Gobain says. All of the rulings in favor of Saint-Gobain’s bid “further strengthen Saint-Gobain’s determination to succeed in carrying out an industrial project that would allow Sika and Saint-Gobain to increase their sales and profitability, thereby creating value for all their shareholders and other stakeholders involved,” the company adds. Saint-Gobain notes that its agreement with the Burkhard-Schenker family is valid until 30 June 2016 and that Saint-Gobain will have the possibility of extending the accord.
Sika has issued a statement acknowledging the court’s ruling. It notes that civil proceedings against Saint-Gobain’s bid are pending at a court in Zug, Switzerland.
By Ian Young
Source: Chemical Week
Effective from 1 January 2022, Armand Ajdari will be joining Arkema as the Group’s Chief Technology Officer. He will report to Thierry Le Hénaff, Chairman and CEO, and will be a member of the Group management committee.
Ineos Styrolution confirmed its decision to invest into a pilot plant for advanced recycling of polystyrene. The site will be set up in collaboration with Recycling Technologies in Swindon, U.K. It is expected to be operational in the second half of 2022.
The Air Liquide’s Board reviewed the Group’s leadership succession plan and approved the principle of a new form of governance. In this context, when the Board meets at the close of the 2022 Shareholders General Meeting, it will be asked to renew Benoît Potier’s term of office as Chairman of the Board of Directors and to appoint François Jackow to succeed him as Chief Executive Officer with effect from June 1, 2022.