Independent Practitioner Network Ltd, in the matter of Independent Practitioner Network Ltd (No 2) [2008] FCA 1593

Independent Practitioner Network Ltd, in the matter of Independent Practitioner Network Ltd (No 2) [2008] FCA 1593

The Court has discretion under s 411(6) to approve a scheme of arrangement subject to alterations, and will do so if satisfied the shareholders would have agreed to the scheme as altered and shareholder protections remain. In this case, the substance of consideration and protections for scheme participants were unchanged by substituting the Sonic subsidiary as acquirer, with Sonic remaining liable under deed poll. The alterations would not have affected shareholder approval, and the scheme is accordingly approved subject to those alterations.

Jurisdiction
Australia
Judgment Date
23 October 2008
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing (approval Under S 411(6) of Corporations Act)
Outcome
Scheme of arrangement approved subject to alterations substituting Sonic subsidiary as acquirer; exemption from s 411(11) granted.
Legal Topics
['schemes of Arrangement' 'court Approval of Altered Scheme' 'share Acquisition' 'trust Arrangement for Consideration']
['corporations Law'] ['schemes of Arrangement' 'court Approval of Altered Scheme' 'share Acquisition' 'trust Arrangement for Consideration']

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Procedural Posture

Corporations Scheme of Arrangement / Second Court Hearing (approval Under S 411(6) of Corporations Act)

Legal Issues

  1. 1 ['Whether court should approve scheme of arrangement subject to alterations under s 411(6) of Corporations Act' "Whether substitution of Sonic Healthcare (New Zealand) Limited as acquirer preserves shareholders' rights" 'Whether scheme participants are protected and would have agreed to scheme as altered']

Ratio Decidendi

The Court has discretion under s 411(6) to approve a scheme of arrangement subject to alterations, and will do so if satisfied the shareholders would have agreed to the scheme as altered and shareholder protections remain. In this case, the substance of consideration and protections for scheme participants were unchanged by substituting the Sonic subsidiary as acquirer, with Sonic remaining liable under deed poll. The alterations would not have affected shareholder approval, and the scheme is accordingly approved subject to those alterations.

Court Disposition

Scheme of arrangement approved subject to alterations substituting Sonic subsidiary as acquirer; exemption from s 411(11) granted.

Orders

  • ['The amendments to the Deed Poll executed by Sonic do not preclude approval of the scheme of arrangement.' 'The scheme of arrangement between IPN and holders of ordinary shares excluding Sonic, as set out in Annexure A of the Scheme Booklet, is approved subject to specified alterations as set out in Annexure B to...