Healthscope Limited, in the matter of Healthscope Limited [2019] FCA 542

Healthscope Limited, in the matter of Healthscope Limited [2019] FCA 542

It is not appropriate to order separate meetings for purported classes; the differences between NWH AssetCo and other shareholders do not displace community of interest, and any potential extraneous benefit is to be addressed at the second court hearing. The Scheme is fit for consideration at a single meeting and does not facially contain unfairness or procedural defects barring convening of the meeting. Requirements of s 411(1), relevant Regulations, and Rules are satisfied.

Parties
Plaintiff: Healthscope Limited; Intervener: Australian Securities and Investments Commission; Interested Party: ANZ Hospitals Pty Ltd; Interested Party: ANZ Hospital Topco Ltd; Interested Party: BCP VIG Holdings L.P.
Jurisdiction
Australia
Judgment Date
16 April 2019
Procedural Posture
Corporations – Members' Scheme of Arrangement / First Court Hearing – Order to Convene Members' Meeting Under S 411(1)
Outcome
Orders made convening a single meeting of Healthscope shareholders to consider the scheme of arrangement under s 411(1). Application for separate meetings dismissed.
Legal Topics
Scheme of Arrangement, Separate Classes, Scheme Meetings, Performance Risk, Break Fee, Reverse Break Fee, Exclusivity Arrangements, Employee Incentive Arrangements, Conditional Takeover Bid, Statutory Requirements, Discretion Under S 411
Corporations Law Scheme of Arrangement Separate Classes Scheme Meetings Performance Risk Break Fee Reverse Break Fee Exclusivity Arrangements +4 more

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Parties

Healthscope Limited

Plaintiff

Australian Securities and Investments Commission

Intervener

ANZ Hospitals Pty Ltd

Interested Party

ANZ Hospital Topco Ltd

Interested Party

BCP VIG Holdings L.P.

Interested Party

Procedural Posture

Corporations – Members' Scheme of Arrangement / First Court Hearing – Order to Convene Members' Meeting Under S 411(1)

Legal Issues

  1. 1 Whether there should be separate scheme meetings for purported classes
  2. 2 Whether procedural and substantive requirements for convening meeting under s 411(1) are satisfied
  3. 3 Whether the scheme is fit for members’ consideration (fairness, information, risk)

Ratio Decidendi

It is not appropriate to order separate meetings for purported classes; the differences between NWH AssetCo and other shareholders do not displace community of interest, and any potential extraneous benefit is to be addressed at the second court hearing. The Scheme is fit for consideration at a single meeting and does not facially contain unfairness or procedural defects barring convening of the meeting. Requirements of s 411(1), relevant Regulations, and Rules are satisfied.

Court Disposition

Orders made convening a single meeting of Healthscope shareholders to consider the scheme of arrangement under s 411(1). Application for separate meetings dismissed.

Orders

  • Plaintiff to convene one meeting of holders of ordinary shares to consider and, if thought fit, approve the scheme of arrangement.
  • Scheme Meeting to be held at Mayfair Ballroom, Grand Hyatt Melbourne, 22 May 2019 at 10.00 am.