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Sika: Attorney Peter Nobel at the end of the power struggle at Sika: "Strike under it!"

SIKA ⋅ Attorney Peter Nobel has helped to review the Burkard family agreement, Sika and Saint-Gobain. He says what lessons one should learn from the case.

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Interview: Maurizio Minetti

Peter Nobel, as a reviewer of the opposition Sika Board, has fought for sales for over three years. Were you involved in drafting the current agreement?

Yes, I was one of the involved. But there were several other people next to me who worked with the solution. It was a whole team that did a great job.

When did the shop start to mature?

I can not comment on the details. But what I can say: The three parties began to talk to each other about 3, 4 weeks ago. Then everything went relatively quickly, given that Saint-Gobain did not want to talk to the Sika representatives at the beginning of the dispute.

Sika got wind of the content of the upcoming judgment of the Zuger High Court and is therefore looking for a quick solution?

No, no one knows how the Supreme Court should have ruled. Sika defeat, though, has not occurred after the victory before the cantonal court. The three parties have now closed all trials.

Has the agreement now ended the better solution than would have been a possible victory for Sika before the competent Supreme Court?

Yes, in any case, because a victory from Sika before the Supreme Court would probably lead to the procedure being introduced to the federal court and stay busy for a long time. In addition, the Burkard family would have returned in the event of defeat.

Does the negotiated agreement have no pitfalls?

I do not think so. Saint-Gobain can not offer Sika until further notice, but only increase its own share by a few percent.

In a few years, Saint-Gobain will be able to make a fresh start.

Yes, but in a publicly traded company everyone can. The best protection against hostile takeovers is therefore a high stock price. On Friday, the Sika share increased sharply after the deal became known. I expected it. The trend shows that there were many emotions on the market. Even during the siege, the price has continually increased. The Sika share has now made a release step.

Sika is under pressure to keep the stock price high to finance the deal.

] The printout is no higher than other companies. In addition, the shares acquired by the family are destroyed through a capital decrease. The effect of the Sika balance sheet business is sustainable.

With the planned introduction of the individual share, Vinkulierung and Opting-out will also be abolished. But it also means that Sika is more susceptible to hostile take-overs from outside.

If anyone wants to take over Sika, he has to spend a lot of money today. And if you reach a majority, it's more than doubtful. But I do not rule out anything. You see, Sika did not oppose the market economy, but instead ignored management and board and did not talk with the inheritance family before signing the contract with Saint-Gobain.

Do you need it? now a new strong anchor shareholder?

No, Sika has no anchor shareholder with Burkard family output, and that's a good thing. You can live like a public company.

A gossip always leaves a shambles. What has been destroyed in the case of Sika?

In the relationship between Sika and Saint-Gobain nothing. Saint-Gobain is still one of Sika's largest customers.

But the fabric is cut between the Sika line and the Burkard family.

It does not matter The family is gone, she is no longer on the board, she has said goodbye. Stuck under it! I do not know why the management and heirs would still be compatible.

What does the end of the Sika dispute mean for the Swiss economy?

The lesson is derived from it If a board is courageous it can win a battleground. It was on the side of the Sika Board, the bottom line, a successful defense. So far in Switzerland, it was quite so that the board members know what to do to ward off a hostile takeover – but they do not worry about the consequences. Sika President Paul Hälg and the others have worked for several years without pay and have been permanent. So managers and boards should always think carefully how to defend themselves – and do it then. The fact that Sika is still independent is a general signal: The proprietors of business owners are not always the yellow in the egg.

Personal Details

Peter Nobel, 72, is a lawyer specializing in commercial law and capital markets. He wrote an opinion for the opposing board members in Sika Takeover Dispute. St. Gallen manages a law firm in Zurich.

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