Asaleo Care Limited, in the matter of Asaleo Care Limited [2021] FCA 406

Asaleo Care Limited, in the matter of Asaleo Care Limited [2021] FCA 406

All threshold requirements for ordering a meeting under s 411(1) were met: Asaleo is a Part 5.1 body; the scheme is an arrangement with members; the explanatory statement provides proper disclosure; the scheme is bona fide and properly proposed; ASIC had a reasonable opportunity to make submissions; and procedural elements (including chair appointment, meeting format, voting, and notice) are satisfied. Particular features of the scheme (performance safeguards, break fee, exclusivity, dividends, director benefits) are appropriate and disclosed. Orders to convene the meeting and approve the scheme booklet should be made.

Jurisdiction
Australia
Judgment Date
22 April 2021
Procedural Posture
Corporations Scheme of Arrangement Application / First Court Hearing (orders to Convene Meeting Under S 411)
Outcome
Orders made for convening meeting of members under s 411(1) and approving scheme booklet for distribution
Legal Topics
['schemes of Arrangement' 'shareholder Meetings' 'disclosure Obligations' 'break Fee' 'exclusivity Arrangement' 'dividends' 'director Benefits']
['corporations Law' 'mergers and Acquisitions'] ['schemes of Arrangement' 'shareholder Meetings' 'disclosure Obligations' 'break Fee' 'exclusivity Arrangement' 'dividends' 'director Benefits']

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Procedural Posture

Corporations Scheme of Arrangement Application / First Court Hearing (orders to Convene Meeting Under S 411)

Legal Issues

  1. 1 ['Whether to order a meeting of members under s 411(1) of the Corporations Act 2001 (Cth) to consider a proposed scheme of arrangement' 'Whether the explanatory statement (scheme booklet) provides proper disclosure as required by s 412(1)(a)' 'Whether the scheme is bona fide and properly proposed' 'Whether procedural requirements for convening meeting are met, including ASIC notification' 'Whether particular features of the scheme (performance risk, break fee, exclusivity, special dividend, director benefits) are appropriate']

Ratio Decidendi

All threshold requirements for ordering a meeting under s 411(1) were met: Asaleo is a Part 5.1 body; the scheme is an arrangement with members; the explanatory statement provides proper disclosure; the scheme is bona fide and properly proposed; ASIC had a reasonable opportunity to make submissions; and procedural elements (including chair appointment, meeting format, voting, and notice) are satisfied. Particular features of the scheme (performance safeguards, break fee, exclusivity, dividends, director benefits) are appropriate and disclosed. Orders to convene the meeting and approve the scheme booklet should be made.

Court Disposition

Orders made for convening meeting of members under s 411(1) and approving scheme booklet for distribution

Orders

  • ['Essity Group Holding BV and Essity Holding Company Australia Pty Ltd given leave to be heard as interested parties without becoming parties to the proceeding.' 'Plaintiff to convene and hold a meeting of holders of fully paid ordinary shares to consider and, if thought fit, agree to the proposed scheme of...