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Stainless steel group Schmolz + Bickenbach (S+B AG) has confirmed that a subsidiary of industrial investor Renova has acquired a further 4.83% stake in the company.
Venetos Holding, a daughter company of Renova, which is itself owned by Russian billionaire Viktor Vekselberg, bought the stake from S+B AG subsidiary Schmolz + Bickenbach KG, the parent group said on Thursday July 4.
Venetos Holding now owns 25.29% of the shares in S+B AG, having earlier purchased 20.46% from S+B KG, which was S+B AG’s largest shareholder.
S+B KG is itself the parent company of Schmolz + Bickenbach Beteiligungs, which represents the descendants of the steel group’s founding families.
The news is the latest development in a dispute between, on one side, the directors of S+B AG and, on the other side, S+B KG and Renova. The disagreement concerns the size of a capital increase and issues of corporate governance.
The Russian investor has already made an advance takeover offer for the S+B AG group.
The 4.85% stake bought by Venetos Holding, however, is tied into a shareholding agreement with Gebuka, the company’s second-largest shareholder after S+B KG.
An attempt to terminate this agreement by the founding families has, according to S+B AG, been rejected by Gebuka.
“Gebuka maintains that the agreement does not include a termination clause that can be invoked now,” S+B AG said.
“Gebuka is adhering to the shareholder agreement and the rights it has under this agreement, and it will assert these rights,” the group added.
Venetos Holding and S+B KG have pooled the shares they hold, which make up 40.46% of S+B AG’s capital. This makes it possible under Swiss corporate law for the Russian concern to make a bid for the rest of S+B AG’s shares.
Late last week, S+B KG announced that it had blocked the implementation of the resolutions made on Friday at the S+B AG’s annual general shareholders’ meeting, by preventing their entry into Switzerland’s Commercial Register.
The resolutions include approval of the SFr330.75 million ($348.3 million) capital increase proposed by S+B AG’s board of directors.
Elfi Middelbeek emiddelbeek@steelfirst.com Twitter: @EMiddelbeek_SF