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Battle lines drawn as Sika wriggles on St Gobain's hook
2015年1月30日 / 下午4点58分 / 3 年前

Battle lines drawn as Sika wriggles on St Gobain's hook

ZURICH/PARIS, Jan 30 (Reuters) - More minority shareholders of Swiss chemicals company Sika joined the management’s fight to stay independent from Saint-Gobain on Friday as the dispute with the French building supplies firm looked set to drag into a third month.

The Sika board said in a statement that it now had the backing of shareholders representing 40 percent of the capital.

Saint-Gobain agreed on Dec. 8 to buy a controlling stake in Sika from the Burkard-Schenker family which, via a dual shareholder structure, has 52.4 percent of the voting rights but only 16.1 percent of the share capital.

The deal would give Saint-Gobain control of Sika without buying it outright. However, despite its controlling stake, the family has only three representatives on a board of nine.

The board rebelled immediately against the sale, citing a legal opinion that the extra voting rights should fall to just 5 percent in the event of a planned sale.

It is using this argument to deny the Burkard-Shenker family the extraordinary shareholders meeting (EGM) it has demanded, and at which it would vote in a new, more compliant board.

The family has gone to court to try to force an EGM. Under Swiss company law a holder of 10 percent can call an EGM and it is normally granted within 60 days of the request.

When it was announced on Dec. 8, Saint-Gobain presented the move as a done deal and said it expected to take ownership by the second half of 2015 at the latest.

As recently as Dec. 19, its boss boasted that no banker advice had been necessary.

“We only hired a Zurich lawyer,” Chairman and Chief Executive Pierre-Andre de Chalendar told Le Monde in an interview. “We knew the company so well we didn’t even need to do an audit.”

Since then though, a number of international institutional shareholders have thrown their weight behind attempts to block the acquisition. They include Cascade Investment, Fidelity, Threadneedle and the Bill & Melinda Gates Foundation.

Saint-Gobain did not respond to a request for comment.

Writing by Andrew Callus; Editing by James Regan and Elaine Hardcastle

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