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By John Revill
ZURICH--Sika AG (SIK.VX) has strengthened it ranks in its battle
to fend off the $3 billion hostile takeover bid from France's
Saint-Gobain SA (SGO.FR) after a big U.S. asset manager bought a
stake in the Swiss chemicals maker.
Memphis, Tenn.-based Southeastern Asset Management Inc.
purchased a 3% holding in Baar-based Sika and said it "fully
supports" the company's management and independent board of
directors in their opposition to the takeover.
Southeastern, which has 25 billion euros ($28.1 billion) in
assets under management, describes itself as an "engaged investor."
It plans to retain a long-term stake in Sika and could increase its
stake according to prices and market conditions, said Josh Shores,
a managing partner at Southeastern.
"We will monitor the situation to see whether it will make sense
to keep building our stake," said Mr. Shores.
Sika has been embroiled in a heated takeover battle since
December, when Paris-based Saint-Gobain announced an agreement to
pay 2.75 billion Swiss francs ($2.95 billion) for Schenker-Winkler
Holding AG, the investment vehicle controlled by Sika's founding
family.
The deal would have given the French construction materials
company control of Sika because SWH holds 16% of the stock, but has
52% of the voting rights.
The move sparked opposition when Saint-Gobain said the offer
wouldn't be extended to the other shareholders in Sika, which makes
chemicals used in the construction and automotive industries.
Shareholders, including the Bill & Melinda Gates Foundation
Trust, Fidelity Worldwide Investment and Columbia Threadneedle
Investments, have all raised concerns.
Sika's board has also opposed the takeover, saying it didn't
make business sense and moved to limit the family's voting rights.
This decision and others are being contested in court proceedings
in Switzerland.
Southeastern said the sale of the family's 16% stake to
Saint-Gobain without an offer to other shareholders disadvantaged
all Sika shareholders, employees and customers.
The sale "should not proceed as currently structured," said Mr.
Shores. "The only people who benefit from the offer, as it stands,
is the founding family."
He said the current arrangement wasn't good for Saint-Gobain
either as it could only get a dividend from its investment in
Sika.
"We hope to drive a better outcome for all stakeholders,
particularly minority shareholders," added Mr. Shores, who said
Southeastern would now seek talks with Saint-Gobain to try to
resolve the matter.
A Sika spokesman welcomed the investment and Southeastern's
backing of the company's board. "This is good news they are joining
other longstanding investors," he said.
A Saint-Gobain spokesman said the Southeastern purchase hadn't
changed the situation and it still remained committed to taking
control of Sika by buying SWH. "Southeastern has bought the shares
on the open market from other shareholders, so it is another
minority shareholder," said the spokesman.
SWH welcomed Southeastern's involvement, saying it was a sign
foreign investors were welcome at Sika and the investor seems to
believe in a positive performance for Sika's share price.
Write to John Revill at john.revill@wsj.com
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