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Sika restricts Burkard/SWH voting rights to statutory 5% limit

World Cement,

Sika AG has released a statement regarding the voting rights held by the Burkard family and Schenker-Winkler Holding AG, as the company continues to navigate a possible takeover bid from Saint-Gobain. Sika’s management and Board of Directors have objected to the takeover proposal in its current form. On 16 January, Sika confirmed that it had entered into talks with Saint-Gobain and that it would ‘continue to act in the interest of its shareholders and other stakeholders’.

The most recent statement from Sika reads as follows:

‘After closely analysing the claim made by Schenker-Winkler Holding AG (SWH) to convene an early extraordinary General Meeting, the Board of Directors of Sika AG yesterday [25 January 2015] made the following decisions:

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-Gobain1 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.2

The articles of association of Sika AG provide for registered shareholders not to hold more than 5% of all registered shares. 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. 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.’

  1. Publications of the Disclosure Office of the Swiss Stock Exchange dated 11 December 2014 and 5 January 2015,
  2. Federal Supreme Court decisions 81 II 534, 90 II 235 E 4B and 109 II 43 E 3b

The full statement can be found here.

Adapted from Sika AG press release by

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