By John Revill
ZURICH---Senior managers at Sika AG rejected on Friday an offer
to meet with the chief executive of Saint-Gobain SA, throwing up
another obstacle in the French company's attempt to seize control
of the Swiss chemical maker.
In a two-page letter, the group of 120 managers refuted
Saint-Gobain's claim that its 2.75 billion Swiss franc ($2.98
billion) takeover is friendly, saying it didn't treat shareholders
fairly and could trigger an exodus of talent from the company.
"All stakeholders have raised concerns about the future of our
company," said the letter, which was addressed to Saint-Gobain CEO
Pierre-André de Chalendar. "Such a planned transaction must be
clearly described as a hostile takeover," it read.
The letter, which was seen by The Wall Street Journal,
represents the latest ratcheting of tension in the 10-week-old
battle for Sika, whose founding Burkard family is trying to sell a
holding company that controls its stake in the Baar-based chemical
maker to Saint-Gobain. Sika managers and board members have said
they weren't consulted on the deal before it was announced.
Sika's board has opposed the deal, and last month restricted the
family's voting rights to 5%--in line with rules governing other
shareholders--because it had formed "a group" with Saint-Gobain.
That would deny the family the right to call an extraordinary
general meeting to vote on the deal.
The family-owned holding company, Schenker-Winkler Holding AG,
holds more than half of Sika's voting rights but less than a fifth
of its shares. By purchasing the holding company, Saint-Gobain
hopes to gain control of Sika without having to buy the whole
company.
The strategy has provoked questions over Switzerland's corporate
governance standards since it came to light in December. Many Swiss
companies have similar share structures that are dominated by
founding families.
Earlier this month, the Saint-Gobain CEO proposed a meeting to
"correct some of the misunderstandings" that Sika's management
voiced.
A spokeswoman at Saint-Gobain didn't respond to a request for
comment.
Sika's managers indicated Saint-Gobain was far from coming to an
agreement with the company.
"If you are not able to convince them that the planned takeover
will be in the best interest of all involved, many of them will
leave," reads the letter. "Currently you are far from the point of
convincing them."
The managers also said the deal would have "very limited"
advantages for Sika and could muzzle competition between the two
companies in the 50 countries where they vie with each other.
So far investors representing more than 45% of Sika's share
capital have backed the board's stance. Shareholders including,
Threadneedle Investments and Fidelity Worldwide Investment, have
lined up against Saint-Gobain.
Write to John Revill at john.revill@wsj.com
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