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Sika bid tests Swiss takeover system

The cantankerous takeover bid for one of Switzerland’s most successful family firms, Sika, can be put down in part to a quirk in legislation governing the sale of companies. It also raises questions about the fairness of the Swiss shareholding structure.  Concerns centre on plans by the descendants of Sika’s founder to sell their 16% stake to French conglomerate Saint-Gobain at a premium price of CHF2.75 billion ($2.85 billion). What makes this unusual is that the Burkard clan’s stake comes with 52% of the voting rights while an obscure “opt-out” clause in the takeover law allows them to freeze other shareholders out of the deal. These conditions have created the perfect storm for non-family shareholders, who own 84% of the firm but have seen share prices tumble since the deal was made public. It also appears to go against the commonly perceived, though perhaps romantic, notion that the bloodline of a family company will defend their “baby” against the greed of the ... Show more

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