Michelago Limited ACN 057 816 609, in the matter of Michelago Limited ACN 057 816 609 (No 3) [2006] FCA 1845

Michelago Limited ACN 057 816 609, in the matter of Michelago Limited ACN 057 816 609 (No 3) [2006] FCA 1845

The Court found that all statutory and procedural requirements for approval of the schemes under section 411 of the Corporations Act 2001 were met, including proper notice, explanatory materials, and the obtaining of resolutions by the requisite majorities of shareholders and optionholders; that ASIC had no...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
13 December 2006
Procedural Posture
Scheme of Arrangement Approval / Final Court Approval Hearing
Outcome
Schemes of arrangement approved
Legal Topics
['schemes of Arrangement' 'merger and Acquisition' 'shareholder Approval' 'optionholder Arrangement']
['corporate Law'] ['schemes of Arrangement' 'merger and Acquisition' 'shareholder Approval' 'optionholder Arrangement']

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Procedural Posture

Scheme of Arrangement Approval / Final Court Approval Hearing

Legal Issues

  1. 1 ['Whether the schemes of arrangement between Michelago Limited and its shareholders and optionholders should be approved pursuant to section 411 of the Corporations Act 2001' 'Whether exemption from compliance with section 411(11) should be granted']

Ratio Decidendi

The Court found that all statutory and procedural requirements for approval of the schemes under section 411 of the Corporations Act 2001 were met, including proper notice, explanatory materials, and the obtaining of resolutions by the requisite majorities of shareholders and optionholders; that ASIC had no objection; that all conditions precedent except court approval were satisfied or waived; and that it was appropriate for the court to approve the schemes as schemes which reasonable shareholders and optionholders, properly informed, might approve.

Court Disposition

Schemes of arrangement approved

Orders

  • ["Pursuant to section 411(4)(b) of the Corporations Act 2001 the scheme of arrangement between the Plaintiff and holders of its ordinary shares in the form annexed hereto and marked 'A' be approved." "Pursuant to section 411(4)(b) of the Corporations Act 2001 the scheme of arrangement between the Plaintiff and its...