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Swiss court rules that Saint-Gobain does not have to bid for all shares in Sika

September 2, 2015
Chemical Value Chain

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

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