The Swiss financial regulator has rejected an appeal on behalf of Sika to remove the ‘opt-out’ clause from Saint-Gobain’s proposed takeover of the company.
The clause exempts Saint-Gobain from offering a public takeover offer to Sika’s shareholders after the French company bought the voting and capital shares of Sika’s owners – the Burkard family – through the purchase of Schenker-Winkler Holding.
The appeal was launched by a shareholder group, which includes the Bill & Melina Gates Foundation as well as other investors, but was rejected by the Swiss Financial Market Supervisory Authority (FINMA), which ruled that the clause applied to the ongoing sale.
Saint-Gobain has welcomed the decision, which it says ‘confirms the legitimacy of the transaction between the Burkard family and Saint-Gobain.’ In a statement published after FINMA’s decision was made public, the company added that ‘the time has come to act in the best interest of all Sika stakeholders and to start constructive discussions on the future governance of the company.’
This latest update in the ongoing fight for control of Sika, which began in December 2014, follows Sika’s AGM last month (April) in which the voting rights of Schenker-Winkler-Holding were severely restricted. This prevented an early change of control to Saint-Gobain, and also allowed for the re-election of all Sika board members, including chairman Paul H„lg, all of whom have opposed the takeover.
It was also agreed that a special audit will be carried out to examine whether the company – in particular the representatives of Schenker-Winkler Holding on Sika’s board – have provided the Burkard family or Saint-Gobain with non-public information over the last 24 months.
In addition, it was agreed that an expert committee be appointed to supervise the future conduct of the board of directors following a possible change of control in order to prevent conflicts of interests and protect the interests of public shareholders.
All of these decisions went against those proposed by Schenker-Winkler Holding, however it was confirmed that an extraordinary general meeting will take place on July 24, 2015 where the possible removal of Sika’s independent board members will once again be up for discussion.
In anticipation of the decisions being made in Sika’s board members’ favour, Saint-Gobain extended the term of the contract signed with the Burkard family until June 2016.
