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Sika AG minority shareholders won an important round in their 16-month battle to ward off a sale to a French competitor after re-electing half a dozen directors to the board who support their cause. At Sika’s annual meeting in Baar, Switzerland on Tuesday, Chairman Paul Haelg restricted voting rights of the founding Burkard family, allowing six directors including himself to be re-elected to the nine-member board for another year.
Sika’s management and the Burkards are at odds over Cie de Saint-Gobain SA’s offer to the founder’s heirs of 2.75 billion Swiss francs ($2.9 billion) for their 16 percent stake with majority voting rights. The bid was at a premium to share prices and excluded other shareholders. With control of the board remaining in the hands of Haelg and directors opposed to the sale, the deal is expected to remain blocked and mired in Swiss courts.
“It’s just delaying tactics,” Urs Schenker, a family representative, told the meeting, which was punctuated by heckling from investors. “You’re trying to drive out Saint- Gobain, to get Saint-Gobain off the scene.”
By Alice Baghdjian (Bloomberg)
The Swiss company Sika AG was founded 105 years ago by Kaspar Winkler, who invented a waterproofing product that catapulted the company to success when Swiss Rail started using it in 1918 to waterproof Swiss train tunnels. It now generates around CHF 5 billion a year (2014) around the world.
Drama began in 2014 when heirs of the founder, the Burkard family, agreed to sell their 16.1% stake in the company to a rival French company, Saint Gobain at an 80% market premium. The problem was the same deal was not offered to other shareholders, which include the Bill and Melinda Gates foundation. This 16.1% stake comes with turbocharged voting rights of 52%, which explains the willingness of Saint Gobain to pay such a premium for it. If the sale goes through, other shareholders fear the company would be run in the best interests of Saint Gobain at the expense of the other 83.9% of shareholders.