eircom Holdings Limited, in the matter of eircom Holdings Limited [2009] FCA 1418

eircom Holdings Limited, in the matter of eircom Holdings Limited [2009] FCA 1418

The court considered that, notwithstanding the break fee in excess of 1% of equity value, special circumstances, including genuine negotiation, nature of the company's highly geared assets, substantial estimated bidder costs, and absence of competing offers, justified the convening of a meeting for shareholders to consider the proposed scheme of arrangement.

Jurisdiction
Australia
Judgment Date
01 December 2009
Procedural Posture
Corporations Scheme of Arrangement Approval / First Court Hearing for Convening of Meeting
Outcome
Orders for convening of meeting made; proceedings stood over for hearing of final approval.
Legal Topics
['schemes of Arrangement' 'break Fees' 'exclusivity Provisions' 'shareholder Meetings' 'court Approval of Schemes']
['corporations Law'] ['schemes of Arrangement' 'break Fees' 'exclusivity Provisions' 'shareholder Meetings' 'court Approval of Schemes']

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Procedural Posture

Corporations Scheme of Arrangement Approval / First Court Hearing for Convening of Meeting

Legal Issues

  1. 1 ['Whether the convening of a meeting of shareholders to consider a scheme of arrangement between eircom Holdings Limited and its shareholders should be ordered under s 411(1) of the Corporations Act 2001 (Cth)' 'Whether a break fee provision exceeding 1% of equity value is appropriate in special circumstances']

Ratio Decidendi

The court considered that, notwithstanding the break fee in excess of 1% of equity value, special circumstances, including genuine negotiation, nature of the company's highly geared assets, substantial estimated bidder costs, and absence of competing offers, justified the convening of a meeting for shareholders to consider the proposed scheme of arrangement.

Court Disposition

Orders for convening of meeting made; proceedings stood over for hearing of final approval.

Orders

  • ['Eircom Holdings Limited to convene a meeting of all holders of shares to consider the scheme of arrangement.' 'The Scheme Meeting to be held at 11am on 15 December 2009 at the Auditorium, Museum of Sydney.' 'The explanatory statement for the Scheme, in a form substantially equivalent to the exhibited form, is...