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.