ZURICH (Reuters) - Sika SIK.S shareholders on Monday voted for a simplified share structure and abolished the dual-share scheme which had made the construction chemicals maker vulnerable to a hostile takeover battle with France’s Saint-Gobain (SGOB.PA).
Shareholders gave almost unanimous approval to a new unitary share structure of one share, one vote at an extraordinary general meeting in the company’s Swiss hometown of Baar. Some 99.9 percent supported the measure.
Previously Sika, which makes chemicals used in the construction and automotive industry, had two classes of shares. Its founding Burkard family owned registered shares which had six times the voting power of ordinary shares owned by normal investors.
The extra voting power opened the way to a bitter takeover battle after the family, whose 16 percent of the share capital carried nearly 53 percent of voting rights, tried to sell its stake to Saint-Gobain.
Sika also had an opting-out procedure, which meant that a purchaser who acquired more than 33.3 percent of the voting rights was not required to make an offer for rest of the shares.
This right was also abolished at the EGM, which was called by Sika after it settled the dispute with Saint-Gobain last month with a $3.2 billion deal.
Both issues were held up as test cases for the rights of shareholders, especially minority investors like the Bill & Melinda Gates Foundation which holds a stake in Sika.
The settlement made Saint-Gobain the biggest shareholder in Sika with a 10.75 percent stake, but did not give it the overall control it had sought. Shares bought back by Sika as part of the deal were cancelled after a vote at the EGM.
Sika can now press ahead with larger-scale acquisitions to accelerate its growth, Chairman Paul Haelg told Reuters last week, adding he was “very much relieved” by the end of the battle with Saint-Gobain.
“We have achieved all the goals we set to go and fight for an independent Sika, with modern governance structure, one share one vote and are now able to continue on our successful growth path,” he told Reuters in an interview.
“It’s mission accomplished.”
Reporting by John Revill; Editing by Michael Shields