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Sika shareholder could extend Saint-Gobain agreement as legal battle drags on
December 1, 2017 / 5:25 PM / 9 days ago

Sika shareholder could extend Saint-Gobain agreement as legal battle drags on

ZURICH, Dec 1 (Reuters) - The largest shareholder in Swiss specialty chemical maker Sika raised the possibility on Friday that a takeover agreement with France’s Saint-Gobain could be extended as a legal dispute over the 2014 deal drags on.

In December 2014, the French construction materials company offered 2.75 billion Swiss francs ($2.82 billion) for the 16 percent stake in Sika held by the company’s founding family, the Burkards.

That would have given Saint-Gobain control of the Swiss company because it came with nearly 53 percent of the voting rights.

Sika’s board responded by reducing the family’s voting power to 5 percent, blocking the takeover, a move contested by the Burkards.

A Swiss court ruling on whether Sika’s board had the power to restrict the Burkards’ voting rights, originally expected by the end of this year, is now likely to be handed down next year, two industry sources told Reuters.

“Everything points to a decision in the first quarter of 2018,” one source said. Another source said he expected the ruling by Zug’s upper court in January.

That ruling, however, is unlikely to put an end to Europe’s longest-running takeover dispute. A further appeal to the Swiss federal court is likely, which could push a final legal ruling into 2019.

That would be beyond the expiration date of the current agreement between the Burkard family and Saint-Gobain.

The existing purchase agreement between the Burkard family and Saint-Gobain is valid until June 2018, while the French firm has the option of extending the deal until the end of 2018.

To keep the possibility of a deal open beyond 2018, the founding family and their Schenker-Winkler Holding could extend the contract, a spokesman said, adding the current agreement relied on Saint-Gobain being allowed to take a controlling stake in the voting rights.

“The involved parties have no reason to deviate from this basis should the agreement be extended beyond 2018,” a spokesman for the family said.

A lower court in Zug ruled last year that the restriction on voting rights was rightfully applied, denying the family’s request to overturn the vote. The founding family appealed against that decision to the canton’s high court.

Saint-Gobain said it was committed to implementing the purchase agreement it had signed with the Burkard family.

“Saint-Gobain has always said it is patient in concluding this transaction,” a company spokesman said on Friday.

The legal case has been closely observed by investors, who see it as a test case for the rights of minority stakeholders. ($1 = 0.9757 Swiss francs) (Writing by Brenna Hughes Neghaiwi; Editing by Adrian Croft)

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