Ethos Foundation supports the request filed by the Bill & Melinda Gates Foundation Trust and Cascade Investment last Friday at the Swiss Takeover Board. This request demands the Swiss Takeover Board to rule on whether Saint Gobain needs to make a public offer to all shareholders when acquiring the 52% of voting rights sold by the Burkard Family. The articles of association contain an opting out clause (exemption from the obligation to make a public offer). Ethos and 11 shareholders filed a resolution last December to the next annual general meeting of Sika demanding the removal of this opting out clause.
In its recent decision on the request filed by Schenker Winkler Holding (SWH), the Swiss Takeover Board validated the general principle of the opting out contained in the articles of association. However, the Swiss Takeover Board did not make a decision on whether the opting out applies to the specific case of the acquisition by Saint Gobain of the shares of SWH. The shareholders Bill & Melinda Gates Foundation Trust and Cascade Investment are now asking for an answer concerning the validity of the opting out in this case.
Ethos supports the request of the American shareholders and, in general, every step taken to protect the long term interests of Sika and its minority shareholders. In particular, Ethos encourages the board to take every available measure to resist the hostile takeover of Sika which jeopardizes the demonstrated success of the company. This is even more important as shareholders holding more than half of Sika's capital have explicitly declared their support for the board and the executive management.
Last December, Ethos and 11 shareholders filed a resolution to the next annual general meeting demanding the removal of the opting out clause. This provision strongly penalises minority shareholders in the case of a sale of shares by a controlling shareholder. After the removal of the opting out clause, the buyer of the shares held by SWH will have to make an offer to the rest of the capital. In addition, the offer must be made at equal conditions to all shareholders as the payment of a control premium is prohibited by the Stock Exchange Act (SESTA). It is probable that, under such constraint, Saint Gobain will refrain from the purchase.
Ethos urges all shareholders, institutional or private, to join the support group for this resolution. Today, the group is composed of more than 50 institutional investors and close to 170 private shareholders that together hold 6.8% of the capital and 3.8% of the voting rights of Sika. The list of members is updated daily and published on the website of Ethos.
