MOSCOW (MRC) -- Sika AG shareholders failed to ratify a proposal that would have stripped a controversial clause from the Swiss chemical company’s charter, leaving it vulnerable to a takeover by French conglomerate Saint-Gobain SA, said The Wall Street Journal.
The proposal, which would have eliminated a clause allowing the founding family to sell its stake without the deal being extended to the rest of shareholders, was voted down 69% to 31% at a marathon, seven-hour-long meeting Tuesday night.
The clause has been the bone of contention in a battle between Sika’s management and both Saint-Gobain and the founding Burkard family since December. The family is trying to sell its stake, which represents more than 16% of the company’s capital but 52.9% of its voting rights, to Saint-Gobain for 2.75 billion Swiss francs (USD2.83 billion), a roughly 80% premium.
"I would prefer it if it wasn’t there," said Sika Chairman Paul Halg, referring to the clause. The Sika battle has highlighted an unusual provision in Swiss law: Companies can exempt shareholders from a requirement to bid for the entirety of a company after securing more than one-third of its stock. The provision is causing some global fund managers to reconsider Switzerland, saying opt-out clauses have made Swiss companies less enticing and contributed to the underperformance of the stock market.
The benchmark Swiss Market Index has trailed the Stoxx Europe 50 by 10 percentage points over the past 12 months. In addition to opt-out clauses, Swiss shares have been hit by a strong franc and slow growth in Europe, a crucial market.
Last year, Sika generated revenue of 5.57 billion francs and net income of 441 million francs. The company now employs roughly 17,000 people in 91 countries.Sika is a specialty chemicals company with a leading position in the development and production of systems and products for bonding, sealing, damping, reinforcing and protecting in the building sector and the motor vehicle industry.
MRC