StockMarketWire.com - Compagnie de Saint-Gobain has welcomed a decision by the Swiss Takeover Board which clears the way for its acquisition of controlling stake in chemicals group Sika.

Saint-Gobain announced in December that it plans to acquire a controlling interest in Sika, world leader in construction chemicals.

The transaction involves Saint-Gobain's purchase of Schenker Winkler Holding AG, owner of 16.1% of Sika's capital and 52.4% of its voting rights.

Saint-Gobain said the Swiss TOB had confirmed Sika's articles of association and expressed no reservation about Saint-Gobain applying the opt-out clause which allows it to buy Schenker-Winkler Holding without having to launch a mandatory takeover.

The TOB also explicitly decided that the use of the opting-out by Saint-Gobain is not abusive as had been put forward by Sika.

Saint-Gobain's says its position is strengthened by this decision. SWH's legal situation was known to and recognised by all.

Saint-Gobain chief executive Pierre-André de Chalendar said this is why "a part of the management or the board of a listed company cannot decide when, and to whom, shareholders can sell their shares; it cannot interpret the company's articles of association in the light of specific events or the identity of the owners of one of its shareholders with a view to depriving it of its rights".

The group is determined to close this transaction despite statements by Sika's board that it intends to restrict SWH's voting rights on resolutions relating to the election of certain directors at the general meeting of 14 April. Such measure would be against the law and must not be taken.




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