Yesterday evening the Swiss Takeover Board decided that the Opting-Out of Sika AG pursuant to article 5 of the articles of incorporation is valid as such. The Takeover Board has explicitly not decided the question whether in view of the proposed transaction the use of the Opting-Out by Saint-Gobain is abusive as has been put forward by Sika. According to the Takeover Board this question will only have to be decided if indeed Saint-Gobain were to acquire more than 33 1/3% of the votes in Sika and then invoked the Opting-Out.
The Takeover Board has also decided that in case of elimination of the Opting-Out (so-called Opting-In) the requirement that a majority of the minority shareholders must consent does not apply. The Takeover Board dismissed all further requests submitted by Schenker-Winkler Holding AG and decided that Schenker-Winkler Holding AG has to bear the costs. The board of directors of Sika is asked to release its opinion by March 12, 2015. Sika will analyse the decision of the Takeover Board and then decide on the way forward.