Gypsum industry news
France/Switzerland: Saint-Gobain has extended its agreements with the Burkard family relating to the sale of the shares of Schenker-Winkler Holding (SWH), which holds the majority of Sika voting rights, to 31 December 2017. Saint-Gobain will then have the right to extend the agreement up until 31 December 2018. The building products manufacturer said that that the further extension reflected its determination to eventually buy Sika.
Saint-Gobain has attempted to buy Sika since at least 2014. An attempt to transfer shares of Sika from the Burkard family was blocked by a Swiss court in late 2016.
Switzerland: Sika has received an appeal by Schenker-Winkler Holding against a ruling by the Cantonal Court of Zug on 28 October 2016 that blocked the sale of Burkard-Schenker's shares to Saint-Gobain. At the time Saint-Gobain said that it still wanted to buy Sika and that its agreement with the Burkard family is valid until June 2017, with an option to extend it until December 2018.
France/Switzerland: Saint-Gobain and the Burkard family have extended their agreement relating to the sale of shares of Schenker-Winkler Holding (SWH) and to extend the validity of the agreement until 30 June 2017. Saint-Gobain will then have an option to extend the agreement until 31 December 2018. SWH holds the majority of voting rights of Sika.
"Together, we are fully committed to this transaction. It makes sense from a strategic, industrial and financial standpoint for Saint-Gobain and for Sika, for their employees, for their customers and for all of their shareholders. The amendment to the agreement covers the longest of timelines to resolve related disputes, allowing SWH to regain its property rights," said Pierre-André de Chalendar, Chairman and CEO of Saint-Gobain.
In December 2014, Saint-Gobain announced its intention to buy a 16.1% stake in Sika for Euro2.6bn, thus acquiring control over the building materials producer. However, Sika's management and minority shareholders opposed the deal. At the end of January 2016, Saint-Gobain's finance chief Laurent Guillot told Reuters that the group still believed in a successful outcome despite the resistance it faced. In February 2016 Sika reiterated its opposition to the takeover in a financial statement saying that, "There is still no evidence to suggest there is any industrial logic behind the transaction."
France/Switzerland: Saint-Gobain has said that the validity of its agreement with the Burkard family for the acquisition of the shares in Sika has been extended to 30 June 2016, with an option to further extend the agreement.
French construction material producer Saint-Gobain and the Burkard family decided to change their agreement on the sale of the shares of Schenker-Winkler Holding (SWH), which holds the majority of the voting rights in Sika, and to extend the validity of the agreement, the French group said in a statement. Holding company SWH owns a 16.1% stake in Sika and 52.4% of the voting rights.
"Under no circumstance can Saint-Gobain be forced to purchase the shares of SWH if its stake in Sika would not represent the majority of the voting rights or if such acquisition would trigger the obligation to launch a mandatory offer to all Sika shareholders," the company said in a statement.
In December 2014, Saint-Gobain had announced its intention to buy this stake for Euro2.6bn, thus acquiring control over Sika.
Switzerland: Sika has claimed that its controlling family no longer has the right to call an extraordinary general meeting (EGM), marking the latest twist in a Euro2.76bn takeover battle for the company by France's Saint-Gobain. The sale has been opposed by Sika's board and executives, forcing the family to call an EGM where it aims to remove executives who object to it.
Sika insists that the Burkard family, who are descendants of the company's founder, are no longer exempt from a rule that restricts shareholders' to hold no more than 5% of all registered shares. An exception was originally made because of the family's close association with the company and its assertion that it would protect it against takeovers. The company said that the voting rights of the family should be restricted to 5%.
Saint-Gobain announced plans in December 2014 to acquire the holding company Schenker-Winkler Holding AG (SWH), which is the vehicle controlled by the Burkard family. It holds 16.1% of Sika's capital and 52.4% of its voting rights. Saint-Gobain is targeting the Sika stake in an attempt to kick-start its own earnings growth.
"Now that the Burkard family / SWH have formed a group with Saint-Gobain, this historical privilege must be considered lost, together with the right to convene extraordinary general meetings," said Sika. Sika said shareholders representing more than 35% of its total capital have given their assurance that they support the board of directors in its efforts to fend off the takeover.