In the matter of MSL Solutions Limited (No 2) [2023] NSWSC 79

In the matter of MSL Solutions Limited (No 2) [2023] NSWSC 79

The scheme was approved because the statutory and procedural requirements were satisfied, ASIC had provided a no-objection statement under s 411(17)(b), the scheme resolution was passed by the required majorities, the scheme booklet and meeting process were not compromised by the reminder communications, the non-binding third party proposal was not an available alternative at the time of the scheme meeting, the conditions precedent were satisfied or waived except for Court approval, and the scheme was fair and reasonable in light of the strong shareholder support, the independent expert's opinion, the directors' recommendation, proper disclosure and the absence of oppression, bad faith or...

Jurisdiction
Australia
Judgment Date
13 February 2023
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving a scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Approval' 'court Approval Under S 411(4)(b)']
['corporations Law'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Approval' 'court Approval Under S 411(4)(b)']

Case Brief

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing

Legal Issues

  1. 1 ['Whether the formal and procedural requirements for approval of the scheme of arrangement were satisfied.' 'Whether the reminder to vote email and additional Notice of Access mail out interfered with the court approved message or compromised the integrity of the voting process.' 'Whether the unsolicited non-binding third party proposal gave rise to any reason not to approve the scheme.' 'Whether the scheme was fair and reasonable and should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The scheme was approved because the statutory and procedural requirements were satisfied, ASIC had provided a no-objection statement under s 411(17)(b), the scheme resolution was passed by the required majorities, the scheme booklet and meeting process were not compromised by the reminder communications, the non-binding third party proposal was not an available alternative at the time of the scheme meeting, the conditions precedent were satisfied or waived except for Court approval, and the scheme was fair and reasonable in light of the strong shareholder support, the independent expert's opinion, the directors' recommendation, proper disclosure and the absence of oppression, bad faith or...

Court Disposition

Orders made approving a scheme of arrangement.

Orders

  • ['The orders sought by MSL were made at the conclusion of the second Court hearing.' 'The scheme of arrangement was approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).']