Ruling favour’s Saint-Gobain’s Sika takeover

By Chris Sleight16 September 2015

Saint-Gobain reports that the Swiss Competition Commission (COMCO) has unconditionally authorised its proposed acquisition of a controlling stake in construction chemicals maker Sika. The deal has also been approved by the European Commission and other competition authorities, including those in the US and China.

The proposed deal would see the French materials producer acquire the stake in Sika owned by the Burkard-Schenker through its investment company Schenker-Winkler Holding (SWH). SWH has historically held 16.1% of Sika’s capital, but 52.4% of the company’s voting rights due to its long-standing position as an ‘anchor shareholder’. Saint-Gobain has offered to buy this stake for CHF 2.75 billion (US$ 2.8 billion).

However, the deal has met with stiff resistance from other shareholders and independent Sika Board members, including chairman Paul Hälg. They have argued that the deal amounts to an abuse of SWH’s position as the company’s long-standing controlling owner, and that any takeover should see an offer made to all Sika shareholders.

However, Switzerland’s Federal Administrative Court ruled at the start of September that Saint-Gobain does not have to make such an offer.

But this is not the end of the matter. A civil case brought by Sika on the validity of the deal remains before the courts in Zug, Switzerland.

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