Navigation

Skiplink Navigation

Main Features

Legal loophole Sika shareholders unite against takeover move

Paul Haelg of the Sika Board of Directors explains at a press conference that he is seeking to limit the founding family's voting share to 5% in a bid to sell the company to a French competitor

(Keystone)


Former directors and employees of the Swiss firm Sika have founded a shareholder group called “Sika spirit” to prevent the company from being sold to a French company. It’s an unusual move by members of Sika’s founding family.

In December of last year, descendants of the founder of the hallmark building materials company announced they were selling off their 16% stake in the enterprise to French conglomerate Saint-Gobain. However, because of an unusual “opt-out” clause in the company takeover law, those family members gained 52% of the voting rights and, with that, the ability to sell the company while freezing other shareholders out of the deal.

The “Sika spirit” shareholder group was founded to make a statement against Saint-Gobain’s effort to acquire Sika and to try to influence Sika’s next general assembly, according to former company chairman Walter Grüebler.

The attempted takeover arose from loophole “opt-out“ and “opt-up“ clauses in the 1998 Stock Exchange Act, in an apparent effort to appease some of the powerful families that controlled some of Switzerland’s most prestigious brands. 

The clauses allow companies to either raise the threshold level for an automatic takeover or to bypass it altogether. But the turmoil is far from over: Sika’s leaders are fighting the founding family’s voting rights through legal action while Saint-Gobain’s attempted takeover of Sika is pending.

swissinfo.ch and agencies

×