Schindler seeks mandatory offer for any change of control
03/07/2015 17:39
ZURICH, July 3 (Reuters) - Family-controlled Swiss elevator
and escalator group Schindler Holding plans to force anyone
amassing at least half its share capital to make a mandatory
offer to all other holders of shares SCHN.S and non-voting
certificates SCHP.VX , it said.
The move, which protects the interests of minority
investors, will be put to shareholders at an extraordinary
meeting on Aug. 11, it said on Friday.
A spokeswoman said the move was in response to a standoff
over French group Saint-Gobain's SGOB.PA bid for Swiss
construction chemicals outfit Sika SIK.VX .
In that case, the Burkard-Schenker family is battling
management and supervisory board members over plans to sell the
clan's stake to help push through a planned 2.75 billion Swiss
franc ($2.93 billion) takeover by Saint-Gobain without any offer
to minority investors. ID:nL5N0XB3I5
"A sale to a third party, which would also be central to the
company's strategy, should not be completed without the
supervisory board, and minority shareholders should also be able
to sell," the Schindler spokeswoman said in an emailed response
to questions.
The cases underscore the tricky question in Switzerland of
how to handle situations in which families use dual classes of
shares to control a majority of voting rights in companies while
owning much smaller stakes in the overall share capital.
The Schindler-Bonnard family and associates, for instance,
own 69.9 percent of the voting rights in Schindler although the
free float in non-voting participation certificates is over 98
percent, according to Thomson Reuters data.
An "opting out" clause lets the controlling family avoid the
standard Swiss rule requiring a takeover offer from any group
that builds a stake above a third of voting rights.
The spokeswoman said no third party had approached Schindler
and that the group had no plans to adopt a unified share.
($1 = 0.9399 Swiss francs)
(Reporting by Rupper Pretterklieber, Writing by Michael
Shields; Editing by Elaine Hardcastle)
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Keywords: SCHINDLER STOCKS/