Swiss specialty chemical company Sika AG has announced it will hold an investor meeting to discuss Saint-Gobain’s (SGO) move to seek a controlling interest in the company.
Schenker Winkler Holding AG, which is owned by the Burkard family and holds the majority voting rights in Sika, is slated to be sold to Saint-Gobain—giving the French conglomerate a controlling interest in the Swiss specialty chemical company. Sika’s board and management have voiced their opposition to the deal.
“In response to numerous requests from shareholders and with the intent of entering into a constructive dialogue, Sika will discuss the situation resulting from the planned transaction between the Burkard family and Saint-Gobain with its investors,” according to a Sika statement.
The company has uploaded a PowerPoint presentation to its website, which officials say outlines their perspective on the proposed deal.
“The planned transaction is not in the best interest of Sika or its public shareholders,” according to Sika management. “The board and management do not support transaction in its planned form. [The Burkard] family requested an extraordinary general meeting to replace three [of Sika’s] independent board members with two nominees to gain majority in board. [There has been] no further interaction between Sika and SGO to date.
“Public shareholders (84 percent of capital) [will be] deprived of adequate compensation for change of control/fundamental change in nature of investment,” officials write in the presentation. “[There are] inherent conflicting interests on all levels: shareholders, board, management and operations. [There are] significant implied complexities likely to substantially slow down Sika’s organization and impair Sika’s successful growth model. Significant limitations to materialize synergy potential especially stemming from combination of directly competing businesses.”
The Sika board and management say they are receptive to other proposals.
Saint-Gobain has not issued any new statements.
To view Sika’s presentation, click here.