The Burkard family is seeking to sell its controlling stake in the company to Saint-Gobain.
Sika’s board said that after close analysis, the voting rights of the family and Schenker-Winkler Holding (SWH) should be restricted to 5% and its right to convene extraordinary general meetings removed. Sika said that 35% of shareholders support board’s course of action. Major international investers had already expressed their support for the board (link opens in new tab).
“In the view of the Board of Directors, the voting rights held by the Burkard family/SWH should be restricted to the statutory 5% limit. The Burkard family/SWH forms a group with Saint-Gobain and therefore exercises their voting rights at General Meetings in accordance with Saint-Gobain's instructions. The Federal Supreme Court has repeatedly ruled that such arrangements are an inadmissible circumvention of statutory voting rights restrictions.”
The articles of association of Sika AG provide for registered shareholders not to hold more than 5% of all registered shares, said the board. “Only the Burkard family and SWH have always been exempted from this rule. 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,” said the board. “Now that the Burkard family/SWH have formed a group with Saint-Gobain, this historical privilege must be considered lost, together with the right to convene extraordinary general meetings.”
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