Saint-Gobain has taken one step closer to ownership of Schenker-Winkler Holding, which holds the controlling stake in Sika, after the Swiss Federal Administrative Court (FAC) rejected a complaint regarding Sika’s ‘opt-out’ clause.
A shareholder group including the Bill and Melinda Gates Foundation and Cascade Investment challenged plans to sell the Swiss firm to Saint-Gobain by questioning the French company’s ability to buy the stake owned by the Burkard family without making an offer to public shareholders.
The FAC has decided the ‘opt-out’ clause in question is laid down in Sika’s own by-laws and therefore is not open to interpretation, meaning Saint-Gobain has the green light to purchase the controlling stake in Sika without offering anything more.
Saint-Gobain has welcomed the decision, claiming it “confirms the validity of the clause in Sika’s by-laws (‘opt-out’) exempting Saint-Gobain from making a mandatory public takeover bid”.
The proposed takeover of Sika by Saint-Gobain has been a source of conflict for months, with Sika’s board of directors and many of its shareholders actively opposing the deal. The dispute began in December 2014 and has since cost Schenker-Winkler Holding many of its voting rights. 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 Hälg – all of whom have opposed the takeover.
Despite this loss to its influence, the latest court decision has all but confirmed Saint-Gobain’s takeover, with the FAC calling its judgment final and not available for appeal.
As Sika itself did not appeal the original decision made by the Swiss Financial Market Supervisory Authority (FINMA) in May 2015, it was not party to the FAC proceedings.
