The legal dispute between Sika and Saint Gobain is finally over after an agreement was reached and settled by all parties.
The dispute began three years ago when Saint Gobain tried to acquire the Burkard family’s 17% share of Sika, through the acquisition of Schenker‐Winkler Holding AG (SWH). This move would’ve given Saint Gobain 51% voting rights and in turn full ownership of the company.
Termination of pending litigation
According to a statement by the company all parties have signed agreements which terminate and resolve their dispute to the common benefit of all parties involved and that of their respective shareholders and stakeholders.
According to the agreement all pending litigation will be terminate. Sika will also call for an extraordinary shareholders’ meeting (EGM) for June 11, 2018 and will propose to:
- cancel the 6.97% shares acquired from SWH by way of capital reduction
- convert all shares into a single class of registered shares (“one share, one vote”) in a ratio
- 1:60 (bearer share based)
- eliminate the 5% transfer restrictions
- eliminate the opting‐out clause
Looking ahead the relationship between Saint‐Gobain and Sika will be on both the shareholder and the business levels. Saint‐Gobain will become a shareholder of Sika through SWH. After the EGM it will hold 10.75% of votes and capital interest in Sika.
The parties have agreed on lock‐up (two years) and standstill obligations (up to 10.75% for four years, up to 12.875% for the following two years) with regard to Saint‐Gobain’s stake in Sika. In case of an intended sale, these shares will first be offered to Sika up to 10.75%.
Paul Hälg, Chairman of the Board of Directors of Sika and Paul Schuler, CEO of Sika says the Board and Group Management of Sika welcome this positive outcome.
“This solution is immediately accretive for our shareholders and paves the way for a new chapter of our success story,” he notes.