Bill & Melinda Gates Foundation's appeal on Sika-Saint-Gobain deal rejected
05 May 2015
Swiss financial regulators yesterday rejected an appeal by investors Bill & Melinda Gates Foundation Trust and Cascade Investments on the proposed 2.75-billion Swiss francs ($2.8 billion) acquisition of Swiss chemical company Sika by France's Saint-Gobain.
The Burkard family, the company's foundes and major shareholder had in December 2014 agreed to sell its stake to Saint-Gobain for 2.75 billion Swiss francs ($2.8 billion).
The Burkard family's stake, held by Schenker-Winkler Holding AG, represents 16.1 per cent of the share capital, but 52.4 per cent of Sika's voting rights.
Not only Sika's board, but other small investors comprising 83 per cent, like Bill & Melinda Gates Foundation Trust and Cascade Investments had opposed the deal on the grounds that the transaction would give the Burkard family an 80-per cent premium for their stake while other investors receive virtually nothing.
The Swiss financial markets authority FINMA said that under Swiss law Saint-Gobain is not required to make a mandatory offer to Sika's minority shareholders.
Under FINMA's ruling, Saint-Gobain can take control of Sika without having to make an offer to buy the whole company.
Saint-Gobain had also said that it is buying the Burkard family's stake and would keep the company listed by not buying out minority shareholders.
Following the favourable ruling, Saint-Gobain, Europe's biggest supplier of construction materials, said in a statement that it ''welcomes the decision of FINMA which, following other positive decisions, confirms Sika's articles of association and does not express any reservations as regards the application of the opt-out clause in the case of Saint-Gobain.
''This opt-out clause exempts Saint-Gobain from launching a compulsory offer due to the acquisition of Schenker-Winkler Holding. FINMA's decision puts an end to the allegation relating to an abuse of rights claimed by Sika, the statement added.
Sika is a specialty chemicals company with a leading position in the development and production of systems and products for bonding, sealing, damping, reinforcing and protecting in the building sector and the motor vehicle industry.
Sika has subsidiaries in 90 countries around the world and manufactures in over 160 factories. Its over 17,000 employees generate annual sales of CHF 5.6 billion
With 2014 sales of €41 billion, Saint-Gobain operates in 64 countries and has over 180,000 employees.