French conglomerate Saint-Gobain plans to pursue controlling interest in Swiss specialty chemical company SIKA AG pending a decision by the Swiss Zug Supreme Court.

The court decision is expected in the first half of 2016, according to the company’s latest 2015 third-quarter financial report. The company is waiting to see if the court will lift the restriction in voting rights the SIKA board has applied to Schenker-Winkler Holding (SWH), which is owned by the Burkard family.

SWH controls 16.1 percent of SIKA’s capital with 52.4 percent in voting rights. The wording of SIKA’s opt-out clause means Saint-Gobain does not have to reimburse or buy the remaining shares to gain a controlling voting interest in the company. It just needs to acquire SWH. SIKA’s board and its current management are attempting to stave off the bid by Saint-Gobain by restricting SWH’s voting rights during meetings.

“At the extraordinary general meeting, the board of directors restricted the voting rights in relation to the registered held by SWH to 5 percent of all registered shares,” according to a statement from SIKA. “Such restriction was applied in the interest of the company in order to maintain the status quo until the legal issues in dispute have been resolved in the ordinary proceedings.”

In March 2015 the Cantonal Court of Zug, which is similar to a district court in the U.S., denied all requests of SWH with regard to the restriction of voting rights. SWH has appealed the decision.
Saint-Gobain and SWH have until June 30, 2016, to close the deal. At that time, Saint-Gobain has the option to again extend the agreement, according to a statement by the company.

“Under no circumstance can Saint-Gobain be forced to purchase the shares of SWH if its stake in Sika would not represent the majority of the voting rights or if such acquisition would trigger the obligation to launch a mandatory offer to all Sika shareholders,” according to a statement from Saint-Gobain.

Financial Results
Europe’s biggest supplier of building materials, which has substantial interests in North America as well, is reducing its profit outlook for 2015 and will cut back on investment amid falling demand in France and slow growth in Brazil.

North American sales retreated 1.5 percent (2.0 percent over the nine-month period) according to the company, hit chiefly by the decline in the proppants market, as well as by lackluster industrial markets and a downturn in construction in Canada.

 

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