欢瑞世纪股票Regulator muddies waters in Saint-Gobain's battle to buy Sika

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ZU欢瑞世纪股票r欢瑞世纪股票iCH/PARI欢瑞世纪股票s (Reuters) - A clause used by Saint-Gobain (SGOB.PA) in its battle for chemicals company Sika SIK.VX has been declared valid by the Swiss takeover watchdog, but the regulator declined to rule on whether it can be used to take control without a full bid.

French building materials group Saint-Gobain has agreed to buy from the Burkard-Schenker family a 16.1 percent stake that carries 52.4 percent of the Swiss company’s voting rights; enough for control and, at 2.75 billion Swiss francs ($2.8 billion), a far cheaper option than buying the whole company.

It has used an “opting out” clause in Sika’s bylaws to avoid rules that would normally oblige it to make an offer for all of the shares.

Sika’s management is fighting the move, saying it is abusing the company’s bylaws and that the extra voting rights are not transferable.

“The decision of the TOB (Swiss Takeover Board) comforts us,” a Saint-Gobain spokeswoman said. “The legal situation was well known to and recognized by all ... A part of the management or the board of a company cannot decide when, and to whom, shareholders can sell their shares.”

However, Sika’s management said its fight would continue, and pointed to a part of the regulator’s ruling.

“The question of whether and under what circumstances an invocation of the opting out clause could be improper is not subject to these proceedings,” the ruling read.

The ruling leaves another regulatory decision to be taken on the opt-out once Saint Gobain actually acquires more than 欢瑞世纪股票33.3 percent of the voting rights.

“The Takeover Board has explicitly not decided the question whether, in view of the proposed transaction, the use of the opting-out by Saint-Gobain is abusive,” Sika said.

However, other key legal hurdles also have to be negotiated. Despite its majority vote, the Burkard-Schenker family has only three board representatives out of nine; a shortfall that has allowed the others to fight the deal.

The family has gone to court to have its voting rights maintained and force a shareholder meeting. A ruling is expected this month.

On Dec. 8 Saint-Gobain said it would complete the deal by the second half of 2015 at the latest. Sika’s management says it has gathered support for its cause from more than 50 percent of the shareholder base.