Medical Australia Ltd, in the matter of Medical Australia Ltd (No 2) [2017] FCA 1429

Medical Australia Ltd, in the matter of Medical Australia Ltd (No 2) [2017] FCA 1429

The Scheme was approved because the statutory majority was obtained, the first court orders were complied with despite the identified issue concerning 29,600 traded shares, ASIC had provided a no-objection letter, the conditions precedent other than Court approval and lodgement with ASIC had been satisfied or waived, the Scheme was fair and reasonable and supported by those voting, there was no evidence of oppression, inadequate disclosure or public policy objection, and the deed poll had been duly executed by ICU Medical, Inc. and ICU Medical B.V.

Jurisdiction
Australia
Judgment Date
17 November 2017
Procedural Posture
Application for Approval of Scheme of Arrangement / Second Court Hearing
Outcome
Application allowed; scheme of arrangement approved.
Legal Topics
['schemes of Arrangement' "approval of Members' Scheme" 'corporations Act 2001 (cth) S 411' 'shareholder Meeting and Statutory Majority' 'asic No Objection']
['corporations'] ['schemes of Arrangement' "approval of Members' Scheme" 'corporations Act 2001 (cth) S 411' 'shareholder Meeting and Statutory Majority' 'asic No Objection']

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Procedural Posture

Application for Approval of Scheme of Arrangement / Second Court Hearing

Legal Issues

  1. 1 ["Whether the statutory majority required for a members' scheme by s 411(4)(a)(ii) of the Corporations Act 2001 (Cth) had been obtained." 'Whether Medical Australia complied with the orders made at the first hearing for despatch of the scheme booklet and convening of the scheme meeting.' 'Whether ASIC had indicated that it had no objection to the Scheme under s 411(17) of the Corporations Act 2001 (Cth).' 'Whether the Court should exercise its discretion to approve the Scheme.' 'Whether the deed poll had been duly executed by ICU Medical, Inc. and ICU Medical B.V.']

Ratio Decidendi

The Scheme was approved because the statutory majority was obtained, the first court orders were complied with despite the identified issue concerning 29,600 traded shares, ASIC had provided a no-objection letter, the conditions precedent other than Court approval and lodgement with ASIC had been satisfied or waived, the Scheme was fair and reasonable and supported by those voting, there was no evidence of oppression, inadequate disclosure or public policy objection, and the deed poll had been duly executed by ICU Medical, Inc. and ICU Medical B.V.

Court Disposition

Application allowed; scheme of arrangement approved.

Orders

  • ['Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Corporations Act) that the scheme of arrangement (Scheme) made between the plaintiff and the holders of ordinary shares in the plaintiff, the terms of which scheme of arrangement are set out in Annexure C of the document which has been tendered and marked...