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Schindler seeks mandatory offer for any change of control

Reuters

ZURICH (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.

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"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)