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 An exception was originally made because of the family's close association with the company and its assertion that it would protect it against takeovers.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.
