Switzerland-based family controlled escalator and elevator maker Schindler plans to change its statutes to remove an “opting-out” clause. This means that any potential buyer of the company would have to make an offer to all shareholders if it acquired more than 50% of the company.
The change comes in the wake of the protracted takeover tussle for Sika. In December Saint-Gobain attempted to win control of the company by offering CHF 2.75 billion (US$ 2.8 billion) to acquire the controlling stake in the company held by the Burkard-Schenker family. This group of historical owners holds 16.1% of Sika’s capital, but 52.4% of its voting rights.
Saint-Gobain did not make an offer to other shareholders. The proposed deal has been criticised as abusing minority shareholders’ rights, and has become the subject of a series of court actions.
There are similarities between Sika and Schindler. Some 69.9% of the voting rights in Schindler are owned by the Schindler and Bonnard families.
The proposal to add an article to the company’s statues will be voted on at an August 11 Extraordinary General Meeting (EGM) of Schindler shareholders, and requires three-quarters of shareholder votes to approve it.