Ethos and 11 shareholders submit a resolution to the extraordinary general Meeting of Sika to remove the opting out clause

The Ethos Foundation, Swiss partner of ECGS, and 11 shareholders (representing 1.7% of the capital, see list below) today filed a shareholder resolution to the agenda of the extraordinary general meeting of Sika, the convocation of which was announced on December 10. The resolution requests the removal of the opting out clause from the articles of association. This provision allows the competitor Saint Gobain to buy from the Burkard Family the company Schenker Winkler Holding, which holds 52% of the voting rights with only 16% of the capital, without making an offer to the rest of the capital. This is very detrimental to minority shareholders and endangers one of the flagships of Swiss industry despite the company currently being well positioned in its market with very good growth perspectives.

The articles of association of Sika currently contain an opting out clause that allows an investor who purchases more than a third of the voting rights to be exempted from the obligation to make an offer to the rest of the capital. This is currently the case with Saint Gobain buying from the Burkard family their Schenker Winkler Holding, a company that controls 52% of voting rights with only 16% of the share capital. The combination of a double class of shares and an opting out clause has allowed the Burkard family to sell its stake with an 80% premium on the share price.

The resolution presented here demands the removal of the opting out clause. This provision strongly penalises minority shareholders in the case of a sale of the shares by a controlling shareholder. After the removal of the opting out clause, the buyer of the shares held by Schenker Winkler Holding 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 Saint Gobain will refrain from the purchase under such constraint.

The Schenker Winkler Holding should actually not be allowed to vote on the removal of the opting out clause, as it has a major conflict of interest in this matter. It would thus be only the 48% of voting rights held by the minority shareholders that should have the right to decide on whether to maintain or remove the opting out clause. In case of rejection, Ethos reserves the right to file an appeal with the Swiss Takeover Board (TOB).

Ethos invites the Burkard family to assume its social responsibility by reconsidering the sale of the Schenker Winkler Holding to the competitor Saint Gobain, by committing to not oppose Ethos' resolution and by refraining from removing three current board members.

Ethos calls on all shareholders to support its resolution. It is important that a large majority of minority shareholders approve the removal of the opting out clause. To give a signal to the market and also to contribute to the success of the resolution, Ethos and the other co-filers invite all institutional shareholders of Sika to join the “Group of support for the resolution to remove the opting out clause”. The list of members of the Group will be published on the following website: www.ethosfund.ch.
 

Shareholders co-filing the resolution at the extraordinary general meeting of Sika:

- Ethos – Swiss Foundation for Sustainable Development

- Aargauische Pensionskasse, Aarau

- Anlagestiftung der Migros Pensionskasse, Zurich

- Bernische Pensionskasse, Berne

- Caisse Inter-Entreprises de Prévoyance Professionnelle (CIEPP), Geneva

- Complan (Swisscom Pensionskasse), Berne

- Luzerner Pensionskasse, Lucerne

- Pensionskasse Basel Stadt, Basel

- Pensionskasse Stadt Zürich, Zurich

- Pictet Funds SA (Ethos), Geneva

- Raiffeisen Futura Swiss Stock, St Gallen

 

23.12.2014