Diversa Limited, in the matter of Diversa Limited (No 3) [2016] FCA 1284

Diversa Limited, in the matter of Diversa Limited (No 3) [2016] FCA 1284

The scheme of arrangement was approved on the basis that the overwhelming majority of shareholders present and voting supported it after proper disclosure, that the scheme is fair and reasonable as confirmed by an independent expert, that statutory and procedural requirements (including notice and regulatory consents) were satisfied, and there was no evidence of prejudice, oppression, or improper purpose.

Jurisdiction
Australia
Judgment Date
26 September 2016
Procedural Posture
Scheme of Arrangement Approval Application / Second Court Hearing (approval of Scheme)
Outcome
Scheme of arrangement approved; ancillary orders made.
Legal Topics
['scheme of Arrangement' "members' Meeting" 'court Approval of Scheme' 'disclosure Obligations' 'voting Thresholds' 'procedural Compliance']
['corporations Law'] ['scheme of Arrangement' "members' Meeting" 'court Approval of Scheme' 'disclosure Obligations' 'voting Thresholds' 'procedural Compliance']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 1 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Scheme of Arrangement Approval Application / Second Court Hearing (approval of Scheme)

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Diversa Limited and its shareholders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth)' 'Whether there was adequate disclosure and procedural compliance in convening and holding the meeting' 'Whether full and frank disclosure was made to the Court and shareholders' 'Whether the scheme is fair and reasonable and in the best interests of shareholders']

Ratio Decidendi

The scheme of arrangement was approved on the basis that the overwhelming majority of shareholders present and voting supported it after proper disclosure, that the scheme is fair and reasonable as confirmed by an independent expert, that statutory and procedural requirements (including notice and regulatory consents) were satisfied, and there was no evidence of prejudice, oppression, or improper purpose.

Court Disposition

Scheme of arrangement approved; ancillary orders made.

Orders

  • ['Scheme of arrangement between the plaintiff and its shareholders in the form of Exhibit 3 approved pursuant to s 411(4)(b) Corporations Act 2001 (Cth).' 'Plaintiff to lodge a copy of the approved scheme with ASIC at the time of lodging these orders.' 'Plaintiff exempted from compliance with s 411(11) Corporations...