NetComm Wireless Limited, in the matter of NetComm Wireless Limited [2019] FCA 795

NetComm Wireless Limited, in the matter of NetComm Wireless Limited [2019] FCA 795

The court was satisfied NetComm was a Part 5.1 Body, the scheme was an arrangement within s 411, proper disclosure via the explanatory statement was made, the scheme was bona fide and properly proposed, procedural requirements including ASIC notice and chairperson nomination were met, the exclusivity and break fee provisions were reasonable and disclosed, and thus the orders to convene the scheme meeting and distribute the explanatory statement were granted.

Parties
Plaintiff: NetComm Wireless Limited; Proposed Acquirer: Casa Systems, Inc
Jurisdiction
Australia
Judgment Date
01 May 2019
Procedural Posture
Scheme of Arrangement / First Court Hearing
Outcome
Application granted; orders made to convene scheme meeting and approve explanatory statement.
Legal Topics
Scheme of Arrangement, Corporate Takeover, Shareholder Meeting, Explanatory Statement, Fiduciary Duties, Break Fee, Exclusivity
Corporations Law Scheme of Arrangement Corporate Takeover Shareholder Meeting Explanatory Statement Fiduciary Duties Break Fee Exclusivity

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Parties

NetComm Wireless Limited

Plaintiff

Casa Systems, Inc

Proposed Acquirer

Procedural Posture

Scheme of Arrangement / First Court Hearing

Legal Issues

  1. 1 Whether NetComm Wireless Limited may convene a scheme meeting under section 411(1) of the Corporations Act 2001 (Cth)
  2. 2 Whether the explanatory statement provides proper disclosure to members under section 412(1)(a)
  3. 3 Whether procedural requirements for scheme arrangements have been satisfied

Ratio Decidendi

The court was satisfied NetComm was a Part 5.1 Body, the scheme was an arrangement within s 411, proper disclosure via the explanatory statement was made, the scheme was bona fide and properly proposed, procedural requirements including ASIC notice and chairperson nomination were met, the exclusivity and break fee provisions were reasonable and disclosed, and thus the orders to convene the scheme meeting and distribute the explanatory statement were granted.

Court Disposition

Application granted; orders made to convene scheme meeting and approve explanatory statement.

Orders

  • The plaintiff convene and hold a meeting (Scheme Meeting) of the holders of ordinary shares in the plaintiff to consider and if thought fit to approve the scheme of arrangement.
  • The scheme booklet comprising the explanatory statement be approved for distribution.