Provet Holdings Limited, in the matter of Provet Holdings Limited [2010] FCA 1388

Provet Holdings Limited, in the matter of Provet Holdings Limited [2010] FCA 1388

The plaintiff met all necessary criteria for the first court hearing under s 411(1) of the Corporations Act 2001, including fair and reasonable consideration, adequate disclosure, proper verification practices and compliance with procedural requirements. The scheme is bona fide, and ASIC does not object.

Parties
Plaintiff: Provet Holdings Limited; Acquirer: Pelican Acquisition Company Pty Ltd
Jurisdiction
Australia
Judgment Date
15 December 2010
Procedural Posture
Scheme of Arrangement Application / First Court Hearing Under S 411(1) Corporations Act 2001 (cth)
Outcome
Orders made permitting the convening of a shareholder meeting to consider the scheme of arrangement and associated procedural steps.
Legal Topics
Scheme of Arrangement, Shareholder Meeting, Independent Expert Report, Takeover Provisions, Merger Implementation Deed
Corporations Law Scheme of Arrangement Shareholder Meeting Independent Expert Report Takeover Provisions Merger Implementation Deed

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Parties

Provet Holdings Limited

Plaintiff

Pelican Acquisition Company Pty Ltd

Acquirer

Procedural Posture

Scheme of Arrangement Application / First Court Hearing Under S 411(1) Corporations Act 2001 (cth)

Legal Issues

  1. 1 Whether the proposed scheme of arrangement between Provet Holdings Limited and its shareholders should proceed to a meeting under s 411(1) Corporations Act 2001 (Cth)
  2. 2 Whether the scheme documentation and process comply with procedural and substantive legal requirements

Ratio Decidendi

The plaintiff met all necessary criteria for the first court hearing under s 411(1) of the Corporations Act 2001, including fair and reasonable consideration, adequate disclosure, proper verification practices and compliance with procedural requirements. The scheme is bona fide, and ASIC does not object.

Court Disposition

Orders made permitting the convening of a shareholder meeting to consider the scheme of arrangement and associated procedural steps.

Orders

  • The plaintiff convene a meeting of its members for the purpose of considering and if thought fit agreeing to the proposed scheme of arrangement.
  • The Scheme Booklet is approved for distribution to members.