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Sika board changes voting rights in bid to prevent sale

26 Jan 15 The family that is seeking to sell its controlling stake in Sika has now lost its voting rights privilege, the company’s board has announced.

Sika's board opposes the deal
Sika's board opposes the deal

The Burkard family is seeking to sell its controlling stake in the company to Saint-Gobain.

Sika鈥檚 board said that after close analysis, the voting rights of the family and Schenker-Winkler Holding (SWH) should be restricted to 5% and its right to convene extraordinary general meetings removed. Sika said that 35% of shareholders support board鈥檚 course of action. (link opens in new tab).

鈥淚n 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-Gobain 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.鈥

The articles of association of Sika AG provide for registered shareholders not to hold more than 5% of all registered shares, said the board. 鈥淥nly 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,鈥 said the board. 鈥淣ow 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.鈥

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