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Ethos rallied 11 pension funds to oppose the acquisition of Sika {http://bit.ly/13DpQj7}
The foundation has raised enough registered shares to table a resolution at the next General Meeting of Zug group. On Tuesday, the holding company of the Burkard family refused this request
New twist in the company's takeover of Zug Sika by the French group Saint-Gobain. On Tuesday, the Ethos Foundation and 11 pension funds, bringing 1.7% stake in the company, announced filing a shareholder resolution to the agenda of the Extraordinary General Meeting of Sika.
After the announcement of the acquisition in early December, the company Schenker Winkler Holding (SWH), which represents the family Burkard outcome of the founders of Sika, called on December 10 to hold a special meeting at an undisclosed date in to evict three directors opposed the project.
Main purpose of the resolution presented yesterday by Ethos: request the removal of the opt-out which allowed Saint-Gobain to buy back the family Burkard 16% stake in Sika (corresponding to 52% of the voting rights ) without having to make an offer for all of the company's capital.
Why file the resolution, while the date of the meeting is not yet known? "By intervening quickly, it was possible to get this item on the agenda of the meeting. When it is already published, things are more complicated, "said Dominique Biedermann, director of Ethos Foundation.
For this, the first hurdle was to get enough stock to achieve a minimum nominal value of 10,000 francs, as required by the statutes of Sika. The opportunity for Dominique Biedermann stressed that private law pension funds have also followed. Besides that of Migros, there is the inter-company occupational pension fund in Geneva and Raiffeisen Bank. He explains this support that all these institutional investors were "very shocked by the way in which a flagship of Swiss industry could be bought."
The resolution filed yesterday with two other conditions. First, it considers that SWH should not be able to speak during the vote on this resolution because of "major conflict of interest" in the decision to abolish the opt-out. "Only 48% of the minority shareholders should be able to decide whether to continue the clause" asks Ethos. In response, SWH said yesterday that he did as use of the rights granted to it by the statutes of Sika. "The content of the statutes, including that of the opt-out, was known to all the shareholders," said a spokesman. As a result, SWH rejects proposals Ethos. For now, its application therefore has no chance because minority shareholders can bring, at most, 48% of the vote.
But the foundation does not intend to stop there: "If our application is refused at the General Meeting, we reserve the right to refer the matter to the Commission on takeover bids (COPA)." With what chances of success? Dominique Biedermann refers to the example of Advanced Digital Broadcast (ADB) who wanted, in 2012, introduced an opt-out in its articles. Will it support the large consulting firms to Anglo-Saxon investors, such as ISS and Glass Lewis? "These companies are completely independent," says Dominique Biedermann. But he noted that Switzerland is the only country where the continuous opt-out of being applied, which is not appreciated abroad.
Second, the foundation also asked the Burkard family "reconsider" the sale from Schenker Winkler Holding Saint-Gobain. "The founding family has perhaps the means to find another buyer. Saint-Gobain is a direct competitor of Sika, which certainly involves job cuts, "he said.
Ethos rallied 11 pension funds to oppose the acquisition of Sika
The foundation has raised enough registered shares to table a resolution at the next General Meeting of Zug group. On Tuesday, the holding company of the Burkard family refused this request
New twist in the company's takeover of Zug Sika by the French group Saint-Gobain. On Tuesday, the Ethos Foundation and 11 pension funds, bringing 1.7% stake in the company, announced filing a shareholder resolution to the agenda of the Extraordinary General Meeting of Sika.
After the announcement of the acquisition in early December, the company Schenker Winkler Holding (SWH), which represents the family Burkard outcome of the founders of Sika, called on December 10 to hold a special meeting at an undisclosed date in to evict three directors opposed the project.
Main purpose of the resolution presented yesterday by Ethos: request the removal of the opt-out which allowed Saint-Gobain to buy back the family Burkard 16% stake in Sika (corresponding to 52% of the voting rights ) without having to make an offer for all of the company's capital.
Why file the resolution, while the date of the meeting is not yet known? "By intervening quickly, it was possible to get this item on the agenda of the meeting. When it is already published, things are more complicated, "said Dominique Biedermann, director of Ethos Foundation.
For this, the first hurdle was to get enough stock to achieve a minimum nominal value of 10,000 francs, as required by the statutes of Sika. The opportunity for Dominique Biedermann stressed that private law pension funds have also followed. Besides that of Migros, there is the inter-company occupational pension fund in Geneva and Raiffeisen Bank. He explains this support that all these institutional investors were "very shocked by the way in which a flagship of Swiss industry could be bought."
The resolution filed yesterday with two other conditions. First, it considers that SWH should not be able to speak during the vote on this resolution because of "major conflict of interest" in the decision to abolish the opt-out. "Only 48% of the minority shareholders should be able to decide whether to continue the clause" asks Ethos. In response, SWH said yesterday that he did as use of the rights granted to it by the statutes of Sika. "The content of the statutes, including that of the opt-out, was known to all the shareholders," said a spokesman. As a result, SWH rejects proposals Ethos. For now, its application therefore has no chance because minority shareholders can bring, at most, 48% of the vote.
But the foundation does not intend to stop there: "If our application is refused at the General Meeting, we reserve the right to refer the matter to the Commission on takeover bids (COPA)." With what chances of success? Dominique Biedermann refers to the example of Advanced Digital Broadcast (ADB) who wanted, in 2012, introduced an opt-out in its articles. Will it support the large consulting firms to Anglo-Saxon investors, such as ISS and Glass Lewis? "These companies are completely independent," says Dominique Biedermann. But he noted that Switzerland is the only country where the continuous opt-out of being applied, which is not appreciated abroad.
Second, the foundation also asked the Burkard family "reconsider" the sale from Schenker Winkler Holding Saint-Gobain. "The founding family has perhaps the means to find another buyer. Saint-Gobain is a direct competitor of Sika, which certainly involves job cuts, "he said.
Portugal Telecom suitor Isabel dos Santos withdraws EUR 1.21bn offer
Isabel dos Santos, the Angolan investor, has withdrawn her EUR 1.21bn offer for Portugal Telecom (PT).
In a regulatory statement, Terra Peregrin, the dos Santos PT bid vehicle, said the main reason for withdrawing the offer was insistence by the CMVM Portuguese Securities Commission that PT be valued on its six-month average stock price. This would oblige dos Santos to raise her PT bid to EUR 1.90 per share.
Dos Santos had based her offer on the PT share price on the day before her voluntary bid was made on 10 November.
The full statement, in Portuguese, can be read here.
Regulatory Authority Press Release
IAG rumoured to be discussing revised offer for Aer Lingus
IAG, the Anglo-Spanish listed airlines group, is rumoured to be considering revising its offer for Irish carrier Aer Lingus, the Financial Times reported. The market report said IAG is believed during the past few days to have held meetings where a potential sweetened bid was discussed.
Aer Lingus last week announced its rejection of an offer from IAG which “fundamentally undervalued” the Irish company; although the price was not stated, rumours suggest the offer was pitched at between EUR 2.20 and EUR 2.35 per share, the report said.
Aer Lingus shares were trading at EUR 2.25 on the Irish Stock Exchange late yesterday, 23 December, giving the company a market capitalisation of EUR 1.2bn.
Financial Times
Asian Mid-session Update: Shanghai remains in retreat; BOK to lower CPI target
***Economic Data***
- (AU) Australia OCT Conference Board Leading Index m/m: -0.2% v -0.6% prior; 3rd consecutive decline
- (KR) South Korea Dec Consumer Confidence: 102 v 103 prior (3rd straight decline and 15-month low)
- (VN) Vietnam Dec Consumer Price Index (CPI) Y/Y: 1.8% v 2.1%e; 2014 average inflation 4.0% v 6.6% in 2013
***Index Snapshot (as of 03:30 GMT)***
- Nikkei225 +1.2%, S&P/ASX +0.3%, Kospi +0.4%, Shanghai Composite -1.9%, Hang Seng +0.2%, Mar S&P500 +0.1% at 2,080
***Commodities/Fixed Income***
- Feb gold flat at $1,178, Feb crude oil -0.8% at $56.66/brl, Copper flat at $2.87/lb
- (US) API PETROLEUM INVENTORIES: CRUDE: +5.4M (3rd consecutive build; largest build since Oct 15th) v -2.3Me, GASOLINE: +5.5M v +0.5Me, DISTILLATE: +1.1M v -1.0Me
- SLV: iShares Silver Trust ETF daily holdings fall to 10,333 tonnes from 10,517 tonnes priors (lowest since Aug 29th)
- GLD: SPDR Gold Trust ETF daily holdings fall 11.7 tonnes to 712.9 tonnes; Lowest level since Sept 2008; largest decline since June 2013
- (CN) China MoF sells 2-yr bonds at 3.39% yield
- USD/CNY: (CN) PBoC sets yuan mid point at 6.1247 v 6.1230 prior setting (weakest setting since Dec 8th)
***Market Focal Points/Key Themes/FX***
- After a 3% slump overnight, Shanghai Composite remains in year-end profit-taking mode, falling another 2% and testing below the psychological 3,000 level. Financials are again under pressure following CBRC report that November-end non-performing loan ratio rose another 15bps to 1.31%. Brokers were also heavily sold on press reports indicating that some firms have raised margin thresholds on concerns over rising volatility.
- Nikkei225 returned from holiday break with a catch-up rally, even though USD/JPY has come off its late US-session high of 120.80 to trade in the 120.30s. Fin Min Aso reiterated the govt will proceed with Abenomics policies, but also added the upcoming budget needs to be mindful of Japan's fiscal target. Automakers Nissan, Mitsubishi, and Honda reported double-digit y/y declines in domestic output, reflecting the high base-effect of strong demand last year going into the April sales tax hike. Separately, local press also reported that Honda's domestic production would fall short of the company's target by about 15%.
- Report out of the Bank of Korea announced it will be lowering its inflation target next year to account for changing economic conditions - presumably the falling oil prices. Recall the most recent CPI figure of 1.0% in November was a 9-month low and also marked the 25th straight month below central bank's target band of 2.5-3.5%. BOK added the domestic economy would maintain a modest recovery trend, even as financial and fx markets see increased volatility.
***Equities***
US markets:
- SEE: Discloses restructuring; sees aggregate costs of approximately $275M to $285M - filing
Notable movers by sector:
- Financials: Greentown China 3900.HK +19.6% (China Communications Construction to subscribe stake at premium)
- Materials: Silver Lake Resources SLR.AU -6.1% (shareholder cuts stake) - Energy:
- Industrials: Gansu Dayu Water-saving Group 300021.CN +1.5%, Anhui Water Resources Development 600502.CN +3.0%, Chongqing Three Gorges Water Conservancy 600116.CN +3.1%, Beijing Originwater Technology 300070.CN +2.7% (China Fin Min comments on water conservancy projects); Honda Motor 7267.JP +1.9%, Nissan Motor 7201.JP +1.7%, Toyota Motor 7203.JP +1.6% (Yen moves lower
Ethos rallie 11 caisses de pension pour s’opposer au rachat de Sika
La fondation a réuni assez d’actions nominatives pour déposer une résolution lors de la prochaine assemblée générale du groupe zougois. Mardi, la holding de la famille Burkard a refusé cette demande
Nouveau rebondissement dans la prise de contrôle de l’entreprise zougoise Sika par le groupe français Saint-Gobain. Mardi, la fondation Ethos et 11 caisses de pension, réunissant 1,7% du capital de la société, ont annoncé déposer une résolution d’actionnaires à l’ordre du jour de l’assemblée générale extraordinaire de Sika.
Après l’annonce du rachat début décembre, la société Schenker Winkler Holding (SWH), qui représente la famille Burkard issue des fondateurs de Sika, avait appelé le 10 décembre à la tenue d’une assemblée extraordinaire, à une date non communiquée, dans le but d’évincer trois administrateurs opposés au projet.
Principal objet de la résolution présentée hier par Ethos: demander la suppression de la clause d’opting-out qui a permis à Saint-Gobain de pouvoir racheter à la famille Burkard 16% du capital de Sika (correspondant à 52% des droits de vote) sans devoir faire une offre sur l’ensemble du capital de l’entreprise.
Pourquoi déposer cette résolution, alors que la date de l’assemblée n’est pas encore connue? «En intervenant vite, il nous a été possible d’amener ce point à l’ordre du jour de l’assemblée. Lorsque celui-ci est déjà publié, les choses sont plus compliquées», a expliqué Dominique Biedermann, directeur de la fondation Ethos.
Pour celle-ci, le premier obstacle à surmonter était de réunir assez d’actions pour atteindre une valeur nominale minimale de 10 000 francs, comme le prévoient les statuts de Sika. L’occasion pour Dominique Biedermann de souligner que des caisses de pension de droit privé l’ont aussi suivi. Outre celle de Migros, il y a la Caisse inter-entreprises de prévoyance professionnelle à Genève et la banque Raiffeisen. Il explique ce soutien par le fait que tous ces investisseurs institutionnels ont été «très choqués par la manière avec laquelle un fleuron de l’industrie suisse a pu être racheté».
La résolution déposée hier comporte deux autres conditions. Premièrement, elle juge que SWH ne devrait pas pouvoir s’exprimer lors du vote sur cette résolution en raison du «conflit d’intérêts majeur» dans la décision de suppression de la clause d’opting-out. «Seuls les 48% des voix des actionnaires minoritaires devraient pouvoir décider du maintien ou non de cette clause», demande Ethos. En réaction, SWH a indiqué hier n’avoir fait qu’usage des droits qui lui sont accordés par les statuts de Sika. «Le contenu des statuts, y compris celle de la clause d’opting-out, était connu de tous les actionnaires», selon un porte-parole. En conséquence, SWH rejette les propositions d’Ethos. Dans l’immédiat, sa demande n’a donc aucune chance, car les actionnaires minoritaires peuvent réunir, au plus, 48% des voix.
Mais la fondation n’entend pas en rester là: «Si notre demande est refusée lors de l’assemblée générale, on se réserve le droit de porter l’affaire devant la Commission des offres publiques d’acquisition (COPA).» Avec quelles chances de succès? Dominique Biedermann se réfère à l’exemple d’Advanced Digital Broadcast (ADB) qui a voulu, en 2012, introduire une clause d’opting-out dans ses statuts. Aura-t-il l’appui des grandes sociétés de conseil aux investisseurs anglo-saxonnes, comme ISS ou Glass Lewis? «Ces sociétés sont entièrement indépendantes», rappelle Dominique Biedermann. Mais il observe que la Suisse est le seul pays où la clause d’opting-out continue d’être appliquée, ce qui n’est guère apprécié à l’étranger.
Deuxièmement, la fondation demande aussi à la famille Burkard de «reconsidérer» la vente de la part de Schenker Winkler Holding à Saint-Gobain. «La famille des fondateurs a peut-être encore les moyens de trouver un autre acheteur. Saint-Gobain est un concurrent direct de Sika, ce qui implique certainement des suppressions de postes», souligne-t-il.
Closing Market Summary: Dow Jones Settles Above 18,000
The Dow Jones Industrial Average (+0.4%) and S&P 500 (+0.2%) rallied to new record highs on Tuesday with the Dow crossing above the 18,000 mark for the first time. However, widespread losses in the biotechnology group prevented the Nasdaq Composite (-0.3%) from taking part in the rally.
Equity indices began the day in the green after a better than expected revision to Q3 GDP (5.0%; Briefing.com consensus 4.3%) provided a pre-market boost. The GDP report was a bright spot among a torrent of mostly disappointing data, which was taken in stride by the market.
Nine of ten sectors registered gains with the energy space (+1.3%) ending in the lead. The growth-sensitive sector opened ahead of other groups and held the lead into the close. Crude oil, meanwhile, settled higher by 3.1% at $57.09/bbl and continued its advance in electronic trading with the move taking place even as the Dollar Index (90.13, +0.36) climbed 0.4%.
The energy sector was followed closely by materials (+0.8%) while the remaining cyclical groups also settled ahead of the broader market. Consumer discretionary (+0.6%) and financials (+0.6%) enjoyed broad support while the technology sector (+0.3%) rallied behind its top components like Google (GOOGL 538.77, +6.47), Intel (INTC 37.43, +0.22), and Microsoft (MSFT 48.45, +0.47). The three names gained between 0.6% and 1.2%, but the largest component—Apple (AAPL 112.54, -0.40)—shed 0.4% and kept the Nasdaq pressured.
However, Nasdaq's woes were not isolated to its largest member. Biotech names retreated across the board with the iShares Nasdaq Biotechnology ETF (IBB 294.70, -14.38) dipping below its 50-day average (294.47). The biotech ETF was able to reclaim that level ahead of the close, but still ended the day lower by 4.7%. For its part, the health care sector (-2.2%) was the only group that ended behind the S&P 500.
The underperformance of biotechnology prevented the S&P 500 from extending its gain, while the price-weighted Dow Jones Industrial Average benefitted from containing just four health care names with two of the four priced below $60/share. In total, only five Dow components registered losses while the two largest listings—Visa (V 265.26, +1.05) and Goldman Sachs (GS 195.50, +1.06) gained 0.4% and 0.6%, respectively. Today's outperformance extended the Dow's year-to-date gain to 8.7%, but the index remains behind the S&P 500, which has added 12.7% so far in 2014.
Elsewhere among Dow members, shares of Coca-Cola (KO 42.97, +0.62) gained 1.5% after The Wall Street Journal reported the company plans to cut between 1,000 and 2,000 jobs globally. As for the broader consumer staples sector (+0.8%), the countercyclical group ended among the leaders.
Treasuries ended near their lows with the 10-yr yield spiking ten basis points to 2.26%.
Today's participation was below average with fewer than 700 million shares changing hands at the NYSE floor.
Economic data was plentiful, including GDP, Durable Orders, FHFA Housing Price Index, Michigan Sentiment, Personal Income/Spending, and New Home Sales:
- Third quarter GDP was revised up to 5.0% in the third estimate after an originally reported 3.9% gain, which was the largest increase since a 6.9% spike in Q3 2003
- The consensus expected GDP to be revised up to 4.3%
- Real final sales were revised up to 5.0% from 4.1%, which was the largest increase since Q1 2006 when sales climbed 5.5%
- Consumption was revised up to 3.2% from 2.2% after increasing 2.5% in Q2 2014
- Durable goods orders declined 0.7% in November after increasing a downwardly revised 0.3% (from 0.4%) in October
- The consensus expected an increase of 2.7%
- A large portion of the miss was a result of seasonal adjustments impacting nondefense aircraft orders
- Excluding transportation, durable goods orders declined 0.4% while the consensus expected an increase of 1.0%
- The October Housing Price Index from the FHFA rose 0.6%, which followed an unchanged reading in September
- New home sales in November hit an annualized rate of 438,000, which was down from the revised October rate of 445,000 (from 458,000) and worse than the rate of 460,000 that had been broadly expected by the consensus
- The University of Michigan Consumer Sentiment Index was virtually unchanged at 93.6 (from 93.8) in the final December reading while the consensus expected no change
- The December sentiment reading marked the highest point since January 2007
- Personal income increased 0.4% in November while the consensus expected an increase of 0.5%
- Personal spending increased 0.6% in November while the consensus expected an increase of 0.5%
- Core PCE prices were flat in November while the consensus expected an uptick of 0.1%
There is no economic data on tomorrow's schedule with the session scheduled to end early at 13:00 ET.
- Nasdaq Composite +14.1% YTD
- S&P 500 +12.7% YTD
- Dow Jones Industrial Average +8.7% YTD
- Russell 2000 +3.4% YTD
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BFW 12/23 17:46 Stryker Said to Plan Smith & Nephew Takeover Bid Within Weeks
+------------------------------------------------------------------------------+
Stryker Said to Plan Smith & Nephew Takeover Bid Within Weeks 2014-12-23 17:43:08.645 GMT
By Manuel Baigorri, David Welch and Dinesh Nair (Bloomberg) -- Stryker Corp. is planning a takeover offer for U.K. medical device maker Smith & Nephew Plc that could happen in the coming weeks, according to people with knowledge of the matter. The U.S. producer of surgical implants plans to offer a significant premium to Smith & Nephew’s current share price, with one of the people saying it could be about 30 percent. Shares in London-based Smith & Nephew have climbed 26 percent this year, valuing the company at about 9.7 billion pounds ($15 billion). The Kalamazoo, Michigan-based company is not planning a so- called tax inversion because of the limited tax benefits and political risk, said one of the people, who asked not to be identified because deliberations are private. The U.S. government is clamping down on inversions to stop companies from moving their addresses abroad through deals to cut taxes. The bid is still being finalized and the timing could change, said the people. There’s also a chance that Stryker decides against an offer, one of them said. Representatives for Stryker and Smith & Nephew declined to comment. Medical-device companies are looking to consolidate as hospitals and insurers demand better prices from suppliers to tame rising costs. Two large manufacturers of surgical products and medical supplies, Medtronic Inc. and Covidien Plc, are in the process of completing a merger that was announced in June. Last month, Stryker was discussing the financing of a deal and potential antitrust hurdles with advisers, people familiar with the matter said at the time.
For Related News and Information: Stryker Said to Weigh Smith & Nephew Bid as Standstill Ends NSN NFJQVN6JTSEU<GO> Medtronic Agrees to Buy Device Maker Covidien for $42.9 Billion NSN N78QPT6S972F<GO> Top Stories: TOP<GO> Top Deal Stories: DTOP<GO>
--With assistance from Sonja Elmquist in New York and Makiko Kitamura in London.
To contact the reporters on this story: Manuel Baigorri in London at +44-20-3525-4457 or mbaigorri@bloomberg.net; David Welch in New York at +1-248-455-2343 or dwelch12@bloomberg.net; Dinesh Nair in London at +44-20-3525-3212 or dnair5@bloomberg.net To contact the editors responsible for this story: Aaron Kirchfeld at +44-20-3525-8830 or akirchfeld@bloomberg.net Elizabeth Fournier
Ticking lower on speculation an activist investor could be short the name
- Einhorn speculated as involved