By John Revill
BAAR, Switzerland-- Sika AG has won another round in its battle
to fend off a near $3 billion takeover by France's Saint-Gobain SA
when the Swiss company's shareholders rejected a raft of proposals
designed to ease the sale.
A proposal by Schenker-Winkler Holding AG, the investment
vehicle controlled by Sika's founding family, to oust Sika Chairman
Paul Hälg and two other directors who have opposed the deal was
defeated by nearly 87% of shareholders in a vote.
An attempt to replace Mr. Hälg with Max Roesle, a representative
of SWH, was also rejected at an extraordinary general meeting held
in Baar, central Switzerland.
"The result confirms clearly that public shareholders are in
full support of our actions," said Mr. Hälg. "We are getting more
public shareholders supporting us and our defense continues."
Mr. Hälg said he was impressed by the strong support shown for
the board's actions.
"Never was there such wide resistance against the transaction as
today from foreign and local investors, politicians and managers.
Our support is increasing and I feel clearly more optimistic than I
did in January."
The meeting is the latest chapter in Sika's founding family's
efforts to sell their stake to Saint-Gobain in a deal which would
hand control of the Swiss company to the Paris-based construction
materials giant.
Saint-Gobain unveiled its offer last December when it announced
an agreement to pay 2.75 billion Swiss francs for SWH, which holds
16% of the share capital and carries 52.9% of the voting
rights.
The move sparked opposition when Saint-Gobain said its offer
wouldn't be extended to the other shareholders in Baar-based Sika,
a maker of chemicals used in the construction and automotive
industries.
Mr. Hälg and the other directors had opposed the proposed
takeover, saying it doesn't make business sense. They responded by
reducing the voting rights of the family to 5%, saying they were
working in a group with Saint-Gobain.
This decision and others are now being contested in court
proceedings that are expected to continue into 2016.
Sika also said its battle to remain independent was also
strengthened by its better-than-expected first half earnings that
were released earlier on Friday.
The company said net profit in the six months to June 30 rose
11% to 197.3 million francs, despite a 1.2% fall in sales to 2.63
billion francs as the strong franc reduced the level of overseas
sales.
"The results support us, and it removes the argument that we
don't focus on the business," Mr. Hälg. "The history of Sika has
shown we don't need a strategic partner for our success."
Write to John Revill at john.revill@wsj.com
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