After 15 years on the board of directors, 12 of them as chairman, Paul Hälg stepped down yesterday at the company's annual general meeting in Baar. The Ethos Foundation, which helped to preserve the independence of a flagship of Swiss industry when it was the target of a takeover attempt by its main competitor, took the floor to pay tribute to him.
It was almost 10 years ago, at the beginning of December 2014. The Burkard family announced its decision to sell its stake in Sika to Saint Gobain. This represented only 16.1% of the capital but 52.4% of the voting rights, giving the French company de facto control of its main competitor. This takeover was accompanied by a premium of almost 80% on the share price in favour of the founding family. Due to the "opting out" clause in Sika's articles of association at the time, no offer was made to the other shareholders.
This announcement marked the beginning of a long battle between the Burkard family and Saint-Gobin, on the one hand, and the independent members of Sika's board of directors, led by chairman Paul Hälg, as well as a very large proportion of the company's shareholders and employees. The dispute ultimately lasted more than three years before an agreement was reached between the various parties in May 2018, helped by the steady rise in Sika's share price over the years.
The Ethos Foundation, which promotes good governance practices, quickly became involved. A few weeks after the announcement of the sale of the Burkard family's stake, Ethos mobilised Swiss pension funds that were shareholders of Sika to file a resolution at the annual general meeting to remove the opting-out clause from the company's articles of association. This strong mobilisation was an important sign of support for the independent members of the board of directors, under the chairmanship of Paul Hälg, who decided to apply the statutory clause limiting the preferential voting rights for the shares previously held by the Burkard family. The activation of this clause thus prevented the takeover of Saint-Gobain.
Unwavering courage and loyalty
This courageous decision was subsequently challenged in court by the Burkard family. The Ethos Foundation then intervened in the case as an "accessory party", once again supporting the independent members of the board of directors.
Over the years, the independent members of the board of directors have shown unfailing loyalty and commitment in order to prevent a flagship of Swiss industry from falling into the hands of its competitor and to safeguard the interests of the minority shareholders, who nevertheless represented 84% of the capital, and of all the company's stakeholders.
Yesterday evening in Baar, at the last general meeting chaired by Paul Hälg (who decided to step down after 15 years on the board of directors), the Ethos Foundation decided to pay tribute to him. Rudolf Rechsteiner, Chairman of the Ethos Foundation since 2018, spoke of the "extraordinary courage" he had shown over the years.
Speech by Rudolf Rechsteiner (in German)
Sika's continued independence ultimately paid off. In ten years, the company has doubled in size, going from CHF 5.6 billion in sales in 2014 to CHF 11.2 billion in 2024, and from 16’900 to 33’500 employees worldwide (including more than 2’000 in Switzerland). The share price has risen from around CHF 48 at the time of the takeover attempt to almost CHF 270 today, making the Sika share one of the best performers on the Swiss stock exchange.
The opting-out clause and the dual class of shares were removed from the articles of association in 2018, shortly after an agreement was reached between the two parties to the dispute, thus ensuring equal treatment of all shareholders.
