In the matter of Altium Limited [2024] NSWSC 736

In the matter of Altium Limited [2024] NSWSC 736

The procedural requirements for the first Court hearing were satisfied, ASIC had been given the required notice and did not oppose the convening orders, the scheme booklet and verification procedures were adequate, and the proposed all-cash acquisition scheme was of such a nature and cast in such terms that, if approved by the statutory majorities, the Court would be likely to approve it. The matters concerning employee incentives, the approximately 13-month possible exclusivity period, break fees, funding, document dispatch and shareholder communications did not provide any reason not to convene the scheme meeting.

Jurisdiction
Australia
Judgment Date
18 June 2024
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening a Meeting of Members to Consider a Proposed Scheme of Arrangement / First Court Hearing; Application to Convene Scheme Meeting
Outcome
Order convening scheme meeting and associated orders made.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'scheme Meeting' 'shareholder Disclosure' 'exclusivity Provisions' 'break Fees' 'scheme Funding' 'shareholder Communications']
['corporations' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'scheme Meeting' 'shareholder Disclosure' 'exclusivity Provisions' 'break Fees' 'scheme Funding' 'shareholder Communications']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening a Meeting of Members to Consider a Proposed Scheme of Arrangement / First Court Hearing; Application to Convene Scheme Meeting

Legal Issues

  1. 1 ['Whether the requirements for an order under s 411 of the Corporations Act 2001 (Cth) convening a meeting of Altium shareholders were satisfied.' 'Whether the proposed scheme was fit for consideration by shareholders and likely to be approved by the Court if the statutory majorities were achieved.' 'Whether matters including employee equity incentives, exclusivity provisions, break fees, funding arrangements, dispatch of scheme documents and shareholder communications gave rise to any reason not to convene the scheme meeting.']

Ratio Decidendi

The procedural requirements for the first Court hearing were satisfied, ASIC had been given the required notice and did not oppose the convening orders, the scheme booklet and verification procedures were adequate, and the proposed all-cash acquisition scheme was of such a nature and cast in such terms that, if approved by the statutory majorities, the Court would be likely to approve it. The matters concerning employee incentives, the approximately 13-month possible exclusivity period, break fees, funding, document dispatch and shareholder communications did not provide any reason not to convene the scheme meeting.

Court Disposition

Order convening scheme meeting and associated orders made.

Orders

  • ['Altium Limited was ordered to convene a meeting of its shareholders to consider and, if thought fit, agree to the proposed scheme of arrangement.' 'Associated directions were made.']