Boardroom battle looms at Sika

By Chris Sleight10 December 2014

The family which controls construction chemicals maker Sika is seeking to replace key members of the company’s board. The move follows the announcement that Saint-Gobain had been lined-up to buy the family-held stake, without the Board’s approval.

Sika has announced that Schenker Winkler Holding, a company owned by the Burkard-Schenker family, which has historically controlled Sika, has requested that an extraordinary general meeting (EGM) be convened. Schenker Winkler Holding’s stake in the company represents 16.1% of Sika’s capital, but 52.4% of its voting rights.

According to a statement from Sika, Schenker Winkler Holding proposes to remove three key dissenters to the deal from the Board – chairman Dr. Paul Hälg, along with Monika Ribar and Daniel Sauter. The proposal is to replace them with new nominees Chris Tanner and Max Roesle. Mr Rosele is proposed as the new chairman.

Sika said its board was examining the request for an EGM.

Saint-Gobain says it is committed to buying the Schenker Winkler Holding stake in Sika for CHF 2.75 billion (US$ 2.8 billion). However, the Board and management of the company have objected on the grounds that this represents a raw deal for holders of the remaining 84% of Sika’s capital.

Non-family appointees of the company’s Board and executive management have said they will resign en masse if the deal with Saint-Gobain goes through.

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