Sika: Ethos supports the board in the ongoing legal procedure at the Court of Zug

The Ethos Foundation was accepted as an accessory party in support of the board of directors in the trial opposing it to the Burkard Family at the Cantonal Court of Zug. The family has demanded the cancellation of the decisions taken at the last general meeting where the board decided to limit the registered voting rights of the SWH family holding to 5% of the total registered shares. Precisely one year after the announcement by the Burkard Family of its decision to sell its holding in Sika to the competitor Saint Gobain, Ethos confirms its determination to support the board in its will to preserve the independence of Sika.

On 8.12.2014 the Burkard Family had announced its decision to sell its stake in Sika which corresponds to 16% of the capital and 52% of the voting rights. Since then, the Ethos Foundation has taken different initiatives to contribute to preventing the takeover by Saint Gobain, which is not in the long-term interest of Sika stakeholders. In particular:

  • On 23.12.2014 Ethos and 11 institutional investors filed a shareholder resolution at the annual general meeting of 14.4.2015 demanding removal of the opting out clause.

  • On 14.1.2015, Ethos launched a support group for the resolution demanding removal of the opting out clause. The group quickly united 220 institutional and private shareholders. The 12 shareholders who initiated the resolution and the members of this group finally represented 7% of the capital and 4% of the voting rights.

  • At the annual general meeting on 14.4.2015 the resolution aiming for the removal of the opting out received 97% support from the shareholders with no tie to the family. It was rejected nonetheless as the Burkard Family opposed it and was able to use all of its 52% of voting rights.

  • At the extraordinary general meeting of 24.7.2015, Ethos took position against the proposals of the Burkard Family to modify the composition of the board.

  • The 8.12.2015, Ethos announces having been accepted by the Court of Zug as an accessory party (according to Art. 74 of the Civil Procedure Code) to support Sika in the litigation opposing it to the Burkard Family. As accessory party, Ethos has access to all documents in the case file. Ethos may also use all means of prosecution or defence as well lodge appeals.

As a long-term shareholder of Sika, the Ethos Foundation has a clear interest that Sika remains independent and does not come under the control of the competitor Saint Gobain, as would have been the case had the sale of the shares of the Burkard Family actually taken place. In this perspective, Ethos supports the decision by the board to limit the registered voting rights of the SWH family holding to 5% of the total registered shares for certain votes which were held at the last general meetings. This measure was taken in line with the Sika articles of association.

Ethos has a overriding interest that the Court of Zug decide in favour of the board, which explains why the Foundation is now engaging itself as an accessory party in support of the board in the case opposing it to the Burkard Family. The letter addressed by the chairman of the board of Sika to the shareholders on 4.12.2015 clearly presents the different reasons why the takeover by Saint Gobain is not in the interest of Sika. Ethos is confident that the Court of Zug will take into account in its judgement the long-term interests of Sika stakeholders.

Letter of 4.12.2015 from the Chairman of Sika to shareholders