DuluxGroup Ltd, in the matter of DuluxGroup Ltd [2019] FCA 961

DuluxGroup Ltd, in the matter of DuluxGroup Ltd [2019] FCA 961

The proposed Scheme of Arrangement is fit for consideration by the members, as the arrangements are commercially fair, sufficiently disclosed, procedural and substantive statutory requirements are satisfied, and there is no unfairness or procedural deficiency which would preclude convening the Scheme Meeting under s 411(1) of the Corporations Act 2001 (Cth).

Parties
Plaintiff: DuluxGroup Limited; Other Party: Nippon Paint Holdings Co., Ltd.
Jurisdiction
Australia
Judgment Date
14 June 2019
Procedural Posture
Corporations – Scheme of Arrangement / First Court Hearing – Application to Convene Shareholder Meeting
Outcome
Orders made convening a meeting of DuluxGroup shareholders to consider the Scheme of Arrangement under s 411(1) of the Corporations Act 2001 (Cth). Proceedings stood over for second court hearing.
Legal Topics
Schemes of Arrangement, Acquisition of Shares, Court Convened Meetings, Exercise of Discretion, Break Fee, Exclusivity Arrangements, Employee Incentive Arrangements, Financial Assistance, Disclosure Obligations
Corporations Law Schemes of Arrangement Acquisition of Shares Court Convened Meetings Exercise of Discretion Break Fee Exclusivity Arrangements Employee Incentive Arrangements +2 more

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Parties

DuluxGroup Limited

Plaintiff

Nippon Paint Holdings Co., Ltd.

Other Party

Procedural Posture

Corporations – Scheme of Arrangement / First Court Hearing – Application to Convene Shareholder Meeting

Legal Issues

  1. 1 Whether to make orders under s 411(1) of the Corporations Act 2001 (Cth) to convene a meeting of shareholders to consider a scheme of arrangement providing for DuluxGroup's acquisition by Nippon Paint and associated matters (performance risk, break fee, exclusivity, employee incentive arrangements, financial assistance, class voting)

Ratio Decidendi

The proposed Scheme of Arrangement is fit for consideration by the members, as the arrangements are commercially fair, sufficiently disclosed, procedural and substantive statutory requirements are satisfied, and there is no unfairness or procedural deficiency which would preclude convening the Scheme Meeting under s 411(1) of the Corporations Act 2001 (Cth).

Court Disposition

Orders made convening a meeting of DuluxGroup shareholders to consider the Scheme of Arrangement under s 411(1) of the Corporations Act 2001 (Cth). Proceedings stood over for second court hearing.

Orders

  • DuluxGroup to convene a Scheme Meeting of shareholders on 31 July 2019 to consider and potentially agree to the Scheme.
  • Scheme Meeting to be held at The Clarendon Auditorium, Melbourne; notice and proxy forms to be distributed by specified methods.