Bloomberg

(Bloomberg) -- The Bill & Melinda Gates Foundation Trust vowed not to give up its battle against a takeover of Sika AG of Switzerland by Cie de Saint-Gobain that’s been dragging on for more than a year as the French suitor called on employees of the Swiss building materials company to back its bid.

“We have the resources to take the fight to them and we will continue to do that,” Justin Howell, manager of the Gates investment, said in an interview, referring to Sika’s founding Burkard family, who want to sell their 16 percent stake with majority voting rights to Saint-Gobain in defiance of other shareholders.

For its part, Saint-Gobain pledged Monday in a letter to Sika employees to accelerate development of the company without cutting jobs while at the same time keeping the headquarters and stock market listing in Switzerland.

Through their comments, the Gates fund and Saint-Gobain have reignited a clash between the opposing sides ahead of an annual shareholders’ meeting Tuesday in Baar, Switzerland during which a vote will take place on Sika’s board composition. The make-up of the board is crucial to the outcome of Saint-Gobain’s 2.75 billion Swiss francs ($2.9 billion) offer made in December, 2014 to buy the founding family stake.

Sika Chairman Paul Haelg and other members rejecting the offer will only accept a seat on the board if they are all are re-elected. The holding company of the Burkard family is proposing a new director to the board, Jacques Bischoff.

In the lead up to the meeting, shareholder advisers Institutional Shareholder Services, Ethos and Glass Lewis have published notes supporting the re-election to the board of Haelg and other directors opposing the deal, and advising shareholders to reject the election of Bischoff. The Gates trust, along with the Microsoft co-founder’s Cascade Investment have also said in a letter they support Haelg.

Other minority shareholders in Sika including Fidelity Investments, Columbia Threadneedle Investments and Southeastern Asset Management also oppose the Saint-Gobain bid for the Swiss maker of mortars and sealants.

On decisions crucial to the future of Sika, the Swiss company last year restricted the voting rights of the Burkard family to just 5 percent from 52 percent, allowing board members opposed to the sale of the company to remain in place and block the deal.

Good Governance

Last month, Saint-Gobain and the Burkard family announced an extension of their deal by a year, with the option to extend it until the end of 2018. Sika’s management and minority investors opposing the deal say the combination excludes smaller investors and makes no strategic sense.

“We want to set a precedent for Switzerland and more broadly across the world that we will stand up for good corporate governance and will not be pushed around,” Howell said in the interview. “The transaction as it is currently structured is unacceptable.”

A key ruling is expected in the second half of 2016, when a court in the canton of Zug is scheduled to decide whether the restriction of the family’s voting rights was legal. If not, then the re-election of directors who oppose the sale could be deemed invalid, removing a major hurdle to the deal.

“The core business generates excellent results and that is what we are focused on,” Howell said. “Sika has always outperformed Saint-Gobain, so Saint-Gobain has always been hungry for Sika.”

Sika is expected to report Tuesday that first-quarter sales rose to 1.26 billion Swiss francs from 1.2 billion a year earlier, according to a survey of analysts by Bloomberg.

To contact the reporters on this story: Alice Baghdjian in Zurich at abaghdjian@bloomberg.net, Ania Nussbaum in Paris at anussbaum5@bloomberg.net. To contact the editors responsible for this story: Tara Patel at tpatel2@bloomberg.net, John Bowker

©2016 Bloomberg L.P.

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