Compagnie de Saint-Gobain SA (SGO.FR) and Sika AG’s (SIK.EB) founding Burkard family have struck an agreement to end their long-running legal dispute with Sika’s management, according to statements from both companies published Friday.
Under the terms of the agreement Saint-Gobain said it bought Schenker-Winkler Holding AG, the Burkard family holding company, for 3.22 billion Swiss francs ($3.21 billion) and subsequently sold a 7% stake in Sika to Sika for CHF2.08 billion.
Saint-Gobain also said it will retain Schenker-Winkler’s remaining 10.8% stake in Sika for at least two years, while Sika will have preferential buying rights in the case Saint-Gobain decides to sell the stake.
Sika, for its part, will call for an extraordinary shareholders’ meeting to propose cancelling its recently acquired 7% stake and standardizing voting rights so that one share is equivalent to one vote.
The dispute began in 2014 after the Burkard family agreed to sell Saint-Gobain a 16% stake in Sika that came with attached voting rights of 52%, which Sika’s management interpreted as a hostile takeover.
Following a prolonged legal battle a Swiss court ruled in 2016 that the deal would be unlawful and allowed Sika’s management to restrict the family’s voting rights.
However, the Burkard family sought to extend its agreement with Saint-Gobain and continued to propose its own candidates to Sika’s board.
Saint-Gobain-controlled Schenker-Winkler has now said it will vote in favor of the one-share one-vote proposals.
After the shareholders’ meeting the voting rights associated with Saint-Gobain’s 10.8% stake will be reduced to 10.8% from 23.7%, Sika said.
All pending litigation will be ended, Sika said.
View more information: https://www.marketwatch.com/story/saint-gobain-sika-and-burkard-family-end-dispute-2018-05-11