Medical Australia Ltd, in the matter of Medical Australia Ltd [2017] FCA 1304

Medical Australia Ltd, in the matter of Medical Australia Ltd [2017] FCA 1304

All procedural and substantive requirements for convening a scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) had been met, including proper disclosure, satisfaction of statutory conditions, bona fides of the proposal, and justifiability of the break fee; therefore, it was appropriate to order the meeting and make ancillary orders.

Parties
Plaintiff: Medical Australia Ltd; Other: ICU Medical, Inc.
Jurisdiction
Australia
Judgment Date
04 October 2017
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing – Application to Convene Members Meeting
Outcome
Orders made for scheme meeting to be convened and scheme booklet to be distributed. Proceeding stood over for approval hearing.
Legal Topics
Scheme of Arrangement, Meeting of Members, Disclosure to Members, Break Fee, Deal Protection Clauses
Corporations Law Scheme of Arrangement Meeting of Members Disclosure to Members Break Fee Deal Protection Clauses

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Parties

Medical Australia Ltd

Plaintiff

ICU Medical, Inc.

Other

Procedural Posture

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

Legal Issues

  1. 1 Whether to order meeting of members under s 411(1) Corporations Act 2001 (Cth) to consider proposed scheme of arrangement
  2. 2 Sufficiency of disclosure in scheme booklet
  3. 3 Appropriateness of deal protection mechanisms including break fee and warranties

Ratio Decidendi

All procedural and substantive requirements for convening a scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) had been met, including proper disclosure, satisfaction of statutory conditions, bona fides of the proposal, and justifiability of the break fee; therefore, it was appropriate to order the meeting and make ancillary orders.

Court Disposition

Orders made for scheme meeting to be convened and scheme booklet to be distributed. Proceeding stood over for approval hearing.

Orders

  • Plaintiff to convene scheme meeting of holders of ordinary shares for purposes of considering and if thought fit, agreeing to scheme of arrangement set out in Scheme Booklet.
  • Scheme meeting to be held 15 November 2017, 10am at Nexia Australia, Sydney.