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(Bloomberg) -- Sika AG, the Swiss adhesives producer whose management is resisting a takeover by glassmaker Cie. de Saint- Gobain SA, said the board considers that the founding family lost its special voting rights when agreeing to sell its controlling stake.
Burkard family members’ votes should be restricted to 5 percent, and they shouldn’t have the right to convene extraordinary general meetings, the Baar-company said in a statement today. The family agreed in December to sell its 16.1 percent equity stake and more than 52 percent voting control to Saint-Gobain for 2.75 billion Swiss francs ($3.1 billion).
“This exceptional privilege is solely attributable to the Burkard family’s close association with Sika, which stretches back more than a century, and its repeated public assertions of its intention to retain this close association and to protect the company against takeovers,” Sika said. “Now that the Burkard family have formed a group with Saint-Gobain, this historical privilege must be considered lost, together with the right to convene extraordinary general meetings.”
Sika’s management has threatened to resign, saying the deal with Courbevoie, France-based Saint-Gobain will undermine the Swiss company’s growth prospects. A shareholder group that includes the Bill & Melinda Gates Foundation moved last week to block the sale, calling for a probe to see whether non-public information had been used. That increased the likelihood of a long legal battle.
The Burkard family is aggrieved by Sika management’s resistance to the deal, and has filed a legal motion to push forward with a shareholder meeting where they could oust board members who oppose the transaction.
Sika today said board members take the stance there’s no need for such a meeting, and that shareholders with a combined 35 percent stake have expressed support for the board and management. That’s more than double the family’s stake.
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