By John Revill
ZURICH--A Swiss court has ruled that Sika AG (SIK.VX) isn't
required to hold an extraordinary general meeting requested by its
founding family, giving the chemical company a small victory in its
struggle to avoid a hostile takeover by French construction giant
Saint-Gobain SA (SGO.FR).
Schenker-Winkler Holding AG, an investment vehicle owned by the
founding Burkard family, has sought an EGM to oust Sika board
members opposed to Saint-Gobain's planned 2.75-billion-Swiss franc
($2.74 billion) takeover. Schenker-Winkler holds about 16% of
Sika's stock, but nearly 53% of the company's voting rights.
The court ruled that an extraordinary meeting wasn't necessary
because Sika's annual meeting is due to be held on April 14, Sika
said in a statement.
The decision represents a "small, but significant step forward,"
a Sika company spokesman said. A spokesman for the Burkard family
said the decision wasn't a surprise, and the family would continue
to seek the removal of opposing board members at the AGM. The
spokesman said it didn't remove the family's ability to call an EGM
in the future because they own more than 10% of the share
capital.
Sika has been defending itself from the planned sale since
December, when the Burkard family notified the company it was
selling its stake to Saint-Gobain.
The company has rebuffed efforts by Saint-Gobain to smooth
relations, arguing the deal doesn't treat all shareholders fairly
because it isn't extended to all investors. Sika has also said it
would get lost inside a conglomerate as big as the French
giant.
The court, located in the Swiss canton of Zug, hasn't yet ruled
on a Sika board decision to limit the voting power of the family to
5%. The board argued that the family had formed a group with
Saint-Gobain and would vote according to the French company's
instructions.
The Burkards have been ordered to pay 8,000 francs in costs and
11,000 francs in compensation to Sika.