Sika shareholder seeks removal of board members

Swiss chemicals company Sika said on Friday that its controlling shareholder, Schenker-Winkler Holding AG (SWH) in the midst of a dispute with management over a takeover by France’s Saint-Gobain, had filed a legal challenge seeking the removal of several board members.

Schenker-Winkler Holding AG (SWH) challenges certain decisions of the extraordinary shareholders meeting of July 24, 2015. With this challenge SWH seeks the removal from office of the independent Board members Paul Hälg, Monika Ribar and Daniel Sauter and the election of Max Roesle. Already pending before the cantonal court of Zug is a challenge by SWH of certain decisions of the ordinary general assembly of April 14, 2015, in particular the re-election of the independent Board members Paul Hälg, Monika Ribar, Daniel Sauter, Ulrich Suter and Christoph Tobler and the non-election of Max Roesle.
In both proceedings, the principal issue is whether the transfer restriction as set forth in Sika’s articles of association applies to the intended sale by the Burkard family of their stake in Sika (mostly registered shares) to Saint-Gobain. Art. 4 of the articles of association forbids the sale of more than 5% of Sika’s registered shares without the approval by the Board.
Sika remains convinced that the absorption of Sika by a large conglomerate, which in addition is a global competitor in mortars, lacks any industrial logic because of the fundamental conflicts of interest and the unrealistic synergy expectations. Therefore this transaction is not in the interest of Sika and continues to be opposed by all stakeholders.

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