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(Bloomberg) -- A group of Sika AG investors including the Bill & Melinda Gates Foundation is demanding a probe to see if non-public information was disclosed in the founding family’s sale of a controlling stake in the adhesives maker to Cie de Saint-Gobain SA.
The audit would examine whether the Burkard family’s representatives on the board leaked any confidential information to Saint-Gobain in the two years leading up to the deal, according to a statement from Sika. The investors, which combined own an 8.2 percent stake, also include Fidelity Worldwide Investment, Cascade Investment LLC and Threadneedle Investments. In the vote over an audit, the controlling family’s special voting rights would be reduced.
The audit request to Sika, along with a demand for a committee of experts to oversee the conduct of board members in the future, indicates the investor group is prepared to follow through on threats to actively resist the takeover. Sika said it will consider the proposals.
Sika’s management has threatened to resign, saying the Saint-Gobain takeover will destroy a growth trajectory built on a strategy of higher-value services and selling construction products directly to architects that’s led the Swiss company’s profitability to outflank rivals including BASF SE.
The Burkard family is aggrieved by Sika management’s resistance to the deal, and has filed a legal motion to push forward with a meeting where they could oust board members who oppose the deal. Sika’s board has agreed to hold the meeting, though didn’t set a date yet.
“This is a blatant violation of the corporation law, which obliges the board to convene a shareholder meeting,” the Burkard family’s Schenker-Winkler Holding investment company said in a statement late yesterday.
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