Sika’s board of directors gamble with AGM ultimatum

sikaThe future of Saint-Gobain’s attempted takeover of Sika could soon be decided after the date of the company’s Annual General Meeting (AGM) for 2015 was set for April 14.

After heated confrontations in recent months following the decision of Sika’s owners to sell their controlling stake to Saint-Gobain, Sika’s board of directors has built up a strong backing of shareholders opposed to the deal.

The company’s AGM will decide the leadership of the Swiss company – which has sales of almost œ4bn and employs 17,000 workers around the world – as all current members of the board will be standing for re-election. However, the board have claimed that unless all of its members are re-elected, the entire group will remove themselves from the selection process.

This decision has been made in view of opposition from Schenker-Winkler Holdings (controlled by Sika owners, the Burkard family) to some of the current board members, including chairman, Dr. Paul H„lg. Sika’s directors say that if only some of them are re-elected, the majority structure of the board would be fundamentally altered and the independent Board members would find themselves unable to represent the interests of the company and all its shareholders, and would therefore not accept re-election.

The directors have added that SWH’s candidate for chairman – Dr. Max Roesle – should be rejected as in their view, he lacks the industrial and management experience required to fulfil the role.

The AGM’s agenda also includes a proposal from a shareholder group that a special audit be conducted to determine what, if any, non-public information has been shared between SWH and Saint-Gobain in the two years prior to April’s AGM.

The same group – which includes the Bill and Melinda Gates Foundation Trust and holds 3% of the company’s voting rights – has proposed that a Special Expert Committee be appointed to review and investigate the future conduct of Sika’s business practices relating to SWH, the Burkard family and Saint-Gobain. The Committee’s efforts would pay particular attention to any effect of public shareholders, who would be informed of its findings at each General Meeting, as well as receiving reports at least twice a year.

Sika’s board of directors and a separate group of shareholders have also proposed that an opting-out clause releasing any purchaser from the obligation to make an offer to public shareholders should be deleted. It is argued that the clause violates the limitations set out in Sika’s Articles of Association for the protection of public shareholders, with the board of directors calling such course of action

“abusive”.

The dispute between Sika and Saint-Gobain began in December 2014 when the French company made a private deal with the Burkard family to buy their controlling stake over the company. Sika’s board of directors, which has not involved in the negotiations, has opposed the deal ever since, building up a substantial level of support from shareholders to stop the final deal going through.