In the matter of Auswide Bank Limited [2024] NSWSC 1362

In the matter of Auswide Bank Limited [2024] NSWSC 1362

The orders convening the scheme meeting were made as the requirements of s 411 of the Corporations Act 2001 (Cth) for a meeting of members to consider the scheme of arrangement are satisfied, the scheme is bona fide and properly proposed, procedural requirements are met, appropriate disclosure and communication with shareholders is in place, and no reason was identified to prevent the convening of the meeting.

Parties
Plaintiff: Auswide Bank Limited; Bidder: MyState Bank Limited
Jurisdiction
Australia
Judgment Date
28 October 2024
Procedural Posture
Scheme of Arrangement Application / First Scheme Hearing
Outcome
Scheme meeting convened and associated orders made
Legal Topics
Schemes of Arrangement, Mergers and Acquisitions, Court Approval Process, Break Fee Arrangements, Shareholder Meetings, Takeover Regulation
Corporations Law Equity Schemes of Arrangement Mergers and Acquisitions Court Approval Process Break Fee Arrangements Shareholder Meetings Takeover Regulation

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Parties

Auswide Bank Limited

Plaintiff

MyState Bank Limited

Bidder

Procedural Posture

Scheme of Arrangement Application / First Scheme Hearing

Legal Issues

  1. 1 Whether requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied
  2. 2 Whether the scheme is bona fide and properly proposed
  3. 3 Whether break-fee and exclusivity provisions are reasonable and disclosed

Ratio Decidendi

The orders convening the scheme meeting were made as the requirements of s 411 of the Corporations Act 2001 (Cth) for a meeting of members to consider the scheme of arrangement are satisfied, the scheme is bona fide and properly proposed, procedural requirements are met, appropriate disclosure and communication with shareholders is in place, and no reason was identified to prevent the convening of the meeting.

Court Disposition

Scheme meeting convened and associated orders made

Orders

  • Order convening a meeting of Auswide Bank Limited members to consider and, if thought fit, agree to the proposed scheme of arrangement
  • Associated procedural directions and dispensations made