Sika Setback in Fending Off Saint-Gobain--Update

By John Revill 

ZURICH-- Sika AG suffered a setback in its battle to prevent a takeover by France's Saint-Gobain SA as the body governing acquisitions in Switzerland ruled in favor of the founding family, which wants to sell its interest in the chemical maker.

The Swiss Takeover Board said Friday that it upheld a so-called opting-out clause that gives the Burkard family more than half of the company's voting rights without triggering a mandatory offer for the rest of Sika's shares.

The decision, which follows a request by the Burkard family to confirm its rights, makes it more likely that the clause will be upheld if Saint-Gobain is successful in its attempt to seize control of Sika, analysts say.

The Burkard family is trying to sell its stake to Saint-Gobain, giving the building materials giant control of Baar-based Sika. The Burkard's stake, which is held by Schenker-Winkler Holding AG, represents around 53% of the company's voting rights but only about 16% of its share capital.

The prospective 2.75 billion Swiss franc ($2.82 billion) deal between the family and Saint-Gobain has angered other shareholders because the French company hasn't offered to buy the rest of the company. The board and management of Sika, which makes chemicals additives for concrete and cement as well as adhesives for the automotive industry, has also opposed the planned takeover.

Sika's share price edged lower following the development, trading 0.7% lower in late trading as a result of the decision, analysts said.

The decision "confirms the opt-out for (the Burkard family) and gives a positive indication that Saint-Gobain will get the opt-out in the future too," said Christian Arnold, an analyst at Bank Vontobel in Zurich.

Sika's chairman said the decision wasn't a surprise and wouldn't alter the situation. "The takeover board has merely confirmed the status quo." said Paul Hälg. "We did not ask the takeover board to change these opting out rights and we didn't expect it to change them."

A court in Sika's home canton of Zug is currently deliberating on the takeover.

Write to John Revill at [e-mail]

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