The Swiss Federal Administrative Court has confirmed that Saint-Gobain is able to acquire all shares of Schenker-Winkler Holding (SWH).
The court upheld the validity of the clause in Sika’s by-laws (“opt-out”), exempting Saint-Gobain from making a mandatory public takeover bid.
Saint-Gobain has said it welcomes the final appeal ruling handed down by the Federal Administrative Court.
Saint-Gobain’s acquisition of Sika has been much contested by Sika’s Board of Directors.
However, this is the fifth decision by an authority confirming the validity of the acquisition, following the decisions handed down by the Swiss Takeover Board (TOB) and FINMA earlier this year.
In mid-July, FINMA had already confirmed that Saint-Gobain and the Burkard family did not form a group, as claimed by Sika, in order to reduce SWH’s voting rights.
Similarly, at the end of July, the European Commission unconditionally authorised Saint-Gobain’s acquisition of control over Sika.
After conducting an investigation and extensive market tests to assess whether Saint-Gobain and Sika currently compete, as claimed by Sika’s board, it concluded that both groups’ activities are complementary and that they are not close competitors.
Saint-Gobain has said that all of these elements further strengthen its determination to succeed in carrying out an industrial project that will allow Sika and Saint-Gobain to increase their sales and profitability.
Highlighting this determination, Saint-Gobain and the Burkard family decided in April 2015 to extend the agreement’s validity to June 30, 2016.