Swiss Court Rules Against Saint-Gobain

A Swiss court sided with Swiss specialty chemical company SIKA AG’s management Friday in a dispute with its founders, who want to sell their shares to French rival Saint-Gobain SA.

The court decision is the latest in a years-long dispute between the two companies. The Burkard family – which founded SIKA AG – owns SIKA’s majority voting rights via Schenker-Winkler Holding (SWH).

More than a year ago, SWH announced it was selling to Saint-Gobain, which would give
gavel the French conglomerate controlling interest in SIKA. SWH controls 16.1 percent of SIKA’s capital with 52.4 percent in voting rights.

In March, Saint-Gobain extended its deal with the Burkard family, giving the company more time to acquire a controlling interest in SIKA AG. In response to the proposed deal, SIKA’s board has been restricting the voting rights of SWH to 5 percent of all registered shares. This has limited the company’s voting power during SIKA’s annual general meeting and extraordinary shareholders meeting.

Saint-Gobain challenged this strategy in the Swiss Zug Court, but the court’s Friday ruling prevented the Burkard family from selling its voting rights in Sika to Saint-Gobain.

The SIKA “non-conflicted” board members “ … welcome the decision as it confirms their position and legitimizes the actions of Sika’s Board,” according to a SIKA press release. “The non-conflicted Board members re-emphasize that they continue to be available for discussions with the Burkard family to find an amicable solution that is in the best interest of all stakeholders.”

Saint-Gobain issued a statement October 28 reaffirming its intention to acquire SIKA AG.

“As SWH has stated its intention to appeal this decision to the High Court of Zug, SaintGobain is confident that the Swiss justice will, on appeal, restore the ownership rights of SWH, the Burkard family’s holding company,” according to the statement.

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