By John Revill
ZURICH-- Sika AG claimed Monday that the Swiss chemicals
company's controlling family no longer has the right to call an
extraordinary general meeting, marking the latest twist in a 2.75
billion Swiss franc ($3.13 billion) takeover battle for the company
by France's Saint-Gobain SA.
The sale has been fiercely opposed by Sika's board and
executives, forcing the family to call an EGM where it aims to
remove executives who object to it.
Sika insists that the Burkard family--who are descendants of the
company's founder--are no longer exempt from a rule that restricts
shareholders' to hold no more than 5% of all registered shares. An
exception was originally made because of the family's close
association with the company and its assertion that it would
protect it against takeovers. The company said the voting rights of
the family should be restricted to 5%.
French building materials company Saint-Gobain announced plans
in December to acquire holding companySchenker-Winkler Holding AG,
or SWH, which is the vehicle controlled by the Burkard family. It
holds 16.1% of Sika's capital and 52.4% of its voting rights.
Saint- Gobain is targeting the Sika stake in an attempt to
kick-start its own earnings growth.
"Now that the Burkard family/SWH have formed a group with
Saint-Gobain, this historical privilege must be considered lost,
together with the right to convene extraordinary general meetings,"
Sika said Monday.
Saint-Gobain said it disagrees with the Sika board's claim.
"Saint-Gobain is advised by its legal counsel that these actions
are clearly against all corporate law and governance principles in
Switzerland," the French company said.
Sika said shareholders representing more than 35% of its total
capital have given their assurance that they support the board of
directors in its efforts to fend off the takeover.
The company which employs 16,000 people, supplies additives for
concrete and cement as well as noise-damping products for the
automotive sector. Sika increased sales by 8.3% to 5.57 billion
francs in 2014 and said it expected operating profit of more than
600 million francs.
Write to John Revill at john.revill@wsj.com
Inti Landauro in Paris contributed to this article.
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