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Sika owner files lawsuit to expedite sale to Saint-Gobain


January 7, 2015
By Reuters

Jan. 7, 2015 – The family that owns
a controlling stake in Swiss chemicals firm Sika said on Monday it has
filed a lawsuit to help push through a 2.75 billion Swiss franc ($2.73
billion) takeover by French building materials company Saint-Gobain.

Sika's majority owner, the
Burkard-Schenker family, has been at loggerheads with the Swiss firm's
management since early last month, when top executives and several board
members not affiliated with the family said they would quit if the
planned sale goes through.

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The
family's vehicle, Schenker-Winkler Holding, said on Monday that it had
filed a lawsuit with the cantonal court of Zug to force an extraordinary
shareholder meeting in order to oust board members who have sided with
management.

"Schenker-Winkler
Holding seeks to ensure a prompt fulfillment of the contract between
Saint-Gobain and the Burkard family and a rapid return to daily
business," the family said in a statement.

That
would pave the way for the sale to Saint-Gobain to go ahead by giving
the family and people close to them the majority of board seats, and
reinforce ranks should Sika's board and management opposing the sale of
52.4 percent of the voting rights to the French company to make good on
their threat to walk out.

A
spokesman for Sika said the company had taken note of the family's
lawsuit to demand a shareholder meeting, which under Swiss securities
law must be addressed within 60 days.

Since
the family requested an EGM, Swiss shareholder advisor Ethos has called
for a resolution to abolish a clause in Sika's bylaws which enables
Saint-Gobain to buy the majority share without making an offer for the
remainder.

Ethos, which
says it has 11 shareholders representing 1.7 percent of the company's
share capital behind its motion, argues the so-called opting-out clause
unfairly penalizes minority shareholders.

One
candidate for the board proposed by the Burkard-Schenker family has
pulled out due to questions over his independence while another, Max
Roesle, is undergoing evaluation by the body's nominating committee, a
spokesman for Sika said.


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