By John Revill
ZURICH--A Swiss court affirmed a restriction on the voting
rights of a large shareholder in Sika AG on Monday, handing the
industrial adhesives maker a victory in its efforts to fend off a
hostile takeover by Saint-Gobain SA.
In a summary decision, the Cantonal Court in Zug upheld a
decision by Sika's board to cap the voting rights of the founding
Burkard family at 5%, well below the stake's original weight of
more than half the voting rights, Sika said. The family previously
was exempted from a company rule that limited all shareholders'
voting rights to 5%.
The Burkard family, which is trying to sell its stake to
Saint-Gobain for 2.75 billion francs ($2.82 billion), own about 16%
of Sika's shares. Saint-Gobain is willing to pay a premium of
roughly 80% because the shares hold 52.9% of the company's votes.
The French construction materials giant isn't extending its offer
to other Sika shareholders.
The court's decision creates a new obstacle for Saint-Gobain and
the family, which have been opposed by Sika's board and management.
In January, the board restricted the family's voting rights, which
had been granted because of the family's pledge to protect the
company from takeovers, because it wanted to sell to
Saint-Gobain.
Schenker-Winkler AG, the family's holding company, said in a
statement that the decision didn't affect the validity of its
agreement with Saint-Gobain. Schenker-Winkler also said that it can
apply for another legal decision to restore its voting rights or
ask the court to overturn decisions made at the Sika annual
meeting.
Sika's annual general meeting is scheduled for April 14.
Sika said that it welcomed the court's decision and would
analyze it in detail.
A spokesman for Saint-Gobain said that the company was sticking
to the timetable of its takeover of Sika and expects to complete
the transaction in the second half of 2015.
Shares of Sika jumped 10% in value immediately after the
announcement. In early afternoon, the stock was up nearly 6.2% at
3764 Swiss francs.
Sika management has rebuffed efforts by Saint-Gobain to smooth
relations, arguing that the deal doesn't treat all shareholders
fairly. Sika has also said that it would get lost inside a
conglomerate as big as the French giant.
Write to John Revill at john.revill@wsj.com
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