Family challenges Sika EGM decisions

Schenker-Winkler Holding (SWH) has launched a legal challenge against decisions made at the July 24 extraordinary general meeting (EGM) of construction chemicals maker Sika. The family, which has historically controlled Sika, wants to remove three Board members, including chairman Paul Hälg, who oppose a take-over bid by French materials giant Saint-Gobain.

SWH is the investment vehicle for the Burkard-Schenker family, which has historically owned 16.1% of Sika’s capital but 52.4% of the company’s voting rights due. In December Saint-Gobain offered to buy this stake for CHF 2.75 billion (US$ 2.8 billion), but did not make an offer to other Sika shareholders. Mr Hälg and a group of minority investors have characterised this as an abuse of SWH’s position as an ’anchor shareholder’ and have sought to block the deal.

Ahead of the July EGM, the board successfully reduced SWH’s voting rights to 5%, based on this argument and clauses in Sika’s articles of association. This prevented the removal of Mr Hälg from the board, along with other independent appointees Monika Ribar and Daniel Sauter, and blocked the election of Max Roesle as SWH’s candidate for chairman. The new law suit challenges those resolutions.

SWH has since received competition authority clearance for the deal with Saint-Gobain, and the Swiss Federal Administrative Court ruled at the start of September that Saint-Gobain does not have to make an offer to other shareholders.