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
Trinseo (NYSE: TSE), a specialty material solutions provider, announced it has initiated an information and consultation process with the Works Council of Trinseo Deutschland GmbH regarding the potential closure of its styrene monomer production site in Boehlen, Germany.
H.B. Fuller Company announced that Celeste Mastin, Executive Vice President and Chief Operating Officer, will succeed Jim Owens as H.B. Fuller’s President and Chief Executive Officer, effective December 4, 2022. Upon assuming the role, Mastin will also join the Company’s Board of Directors, replacing Owens, who will be retiring.
New LyondellBasell CEO Peter Vanacker, who joined the company from Neste in May, today named his senior executive team and outlined organizational changes, including creation of a circular and low-carbon solutions business. All changes will be effective 1 October.