The Swiss Takeover Board (TOB) has ruled the Burkard-Schenker family can accept the offer for its controlling stake in Sika from Saint-Gobain without the French materials giant having to make an offer to acquire all the shares in the company.
The Burkard-Schenker family has historically controlled Sika through a holding company, Schenker-Winkler Holding, which owns 16.4% of Sika’s capital, but commands 52.6% of its voting rights. In December Saint-Gobain announced it had struck a CHF 2.75 billion (US$ 2.8 billion) deal to buy this controlling stake.
Independent members of the Sika Board have been fighting against this deal, saying it is unfair on the company’s other shareholders. They have also criticised the industrial logic of the deal.
The latest ruling by the TOB favours Saint-Gobain and the Burkard-Schenker family. It has ruled that an ‘opting out’ clause in Sika’s bylaws means Saint-Gobain can acquire the family’s stake without having to make an offer for the entire company’s capital.
However, the TOB has not ruled on whether the proposed deal is abusive. It says it will only do so should Saint-Gobain go ahead and acquire more than 33 1/3% of Sika’s voting rights and go on to invoke the ‘opting out’ clause.
Sika’s Board meanwhile says its opposition to the takeover is supported by investors representing more than 50% of the company’s capital.