The Swiss family Burkard through the Schenker-Winkler Holding (SWH), with only 16.1% of capital and 52.4% of Sika voting rights, controlled a global cement and aggregates leader (crushed stone, gravel and sand).
The CEO of French building material group Saint-Gobain, Pierre-André de Chalendar, believed to make one bite at a good price with the acquisition of the holding company directly from the family. Indeed, the statutes of Sika absolve an investor who acquires more than a third of the votes of not having to make a public tender offer for the remaining shares. The combination of the dual class of shares and the presence of an opt-out clause allowed the Burkard family to propose the sale of its stake at a premium of nearly 80% compared to the value of the title.
Harsh disappointment for minority shareholders… All this because professional investors accept too often protectionist clauses, and complacency, not for the interest of end-beneficiaries.
But it’s never too late to start, and the Swiss partner of Proxinvest, Ethos, has proposed and organises the support to a resolution to remove for the future this unfair articlesof Association which only serves to financially encourage shareholder control at the expense of minority shareholders. Ethos and 11 shareholders filed a resolution submitted to the Sika general meeting to be held on 14 avril.2015.
Such unequal treatment of shareholders is obviously unacceptable to Proxinvest and all ECGS partners who recommend supporting this resolution.
But the deal was too smoothly conducted by the French CEO, so that the Board of this proud group Sika decided to apply to Saint Gobain limitation of voting rights of 5% applicable to registered shares and never applied in the past to this holding Schenker-Winkler (SWH). Initially convinced by the promises of the initially nice acquirer, the Sika management team seems to have changed posture, especially since its request to Saint Gobain to sell Sika its Weber subsidiary was bluntly rejected. Unsurprisingly, a Swiss court approved at this stage to the application of this 5% limitation to vote which is not to the liking of Saint Gobain and the Ethos resolution is therefore happily likely to succed…
The Swiss troubles of the French such as Pierre-André de Chalendar at Saint Gobain or Lafarge Bruno Lafont, often coming from the top of the Ecole Polytechnique in Paris, are typical of their contempt of minorities, prefering protectionnist situations in which they end up locked up … as we have seen recently perceived at Alstom and Areva, with the costly consequences for French shareholders.
The disease to the French management dominated by former of government or ministerial officials, is their fascination with installed powers and their hopeless contempt for the end markets, for the small consumers such as for the small shareholders.
Only the “religion of the individual shareholders” and the choice of better governance standards as practiced by the best companies, could put all our companies in Europe on track.
