EcoBiotics Limited, in the matter of EcoBiotics Limited [2017] FCA 643

EcoBiotics Limited, in the matter of EcoBiotics Limited [2017] FCA 643

The evidence demonstrated that EcoBiotics Limited and QBiotics Limited are each Part 5.1 bodies, the proposed schemes are arrangements within the meaning of s 411 of the Corporations Act 2001 (Cth), proper disclosure is provided, the schemes are bona fide and properly proposed, ASIC has had reasonable opportunity to examine the schemes, and procedural requirements have been met. The court was satisfied that both schemes are of such a nature that, if approved at scheme meetings, the court would likely approve them on hearing an unopposed application.

Jurisdiction
Australia
Judgment Date
17 May 2017
Procedural Posture
Application for Approval of Scheme of Arrangement / First Court Hearing
Outcome
order granted
Legal Topics
['scheme of Arrangement' 'shareholder Meetings' 'merger' 'corporate Disclosure']
['corporations Law'] ['scheme of Arrangement' 'shareholder Meetings' 'merger' 'corporate Disclosure']

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Procedural Posture

Application for Approval of Scheme of Arrangement / First Court Hearing

Legal Issues

  1. 1 ['whether orders should be made to convene scheme meetings for approval of interconnected schemes of arrangement' 'whether relevant procedural, disclosure and legislative requirements for convening meeting are satisfied' 'whether the schemes are bona fide and properly proposed']

Ratio Decidendi

The evidence demonstrated that EcoBiotics Limited and QBiotics Limited are each Part 5.1 bodies, the proposed schemes are arrangements within the meaning of s 411 of the Corporations Act 2001 (Cth), proper disclosure is provided, the schemes are bona fide and properly proposed, ASIC has had reasonable opportunity to examine the schemes, and procedural requirements have been met. The court was satisfied that both schemes are of such a nature that, if approved at scheme meetings, the court would likely approve them on hearing an unopposed application.

Court Disposition

order granted

Orders

  • ['The proceedings NSD 679/2017 and NSD 689/2017 to be heard together.' 'Evidence in one proceeding is evidence in the other.' 'Scheme meetings to be convened for approval of schemes for EcoBiotics and QBiotics.' 'Dates specified for meetings, mailing disclosures, and publication of notices.' 'Explanatory statements...