In the matter of ResApp Health Ltd [2022] NSWSC 983

In the matter of ResApp Health Ltd [2022] NSWSC 983

The requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied as the scheme is bona fide, adequately disclosed, not inappropriate, and could be approved if supported by requisite shareholder majority; there is no apparent legal reason to refuse the orders sought, and issues as to performance risk, directors' interests, and competition for the scheme are satisfactorily addressed.

Parties
Plaintiff: ResApp Health Limited; Acquirer: Pfizer Australia Holdings Pty Ltd
Jurisdiction
Australia
Judgment Date
21 July 2022
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing on Application to Convene Meeting and Approve Scheme Booklet
Outcome
Order made convening scheme meeting and approving scheme booklet for distribution to shareholders.
Legal Topics
Schemes of Arrangement, Reconstructions and Compromises, Corporate Acquisitions, Disclosure to Shareholders, ASIC Involvement, Break Fees and Exclusivity, Voting Recommendations
Corporations Law Equity Schemes of Arrangement Reconstructions and Compromises Corporate Acquisitions Disclosure to Shareholders ASIC Involvement Break Fees and Exclusivity +1 more

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Parties

ResApp Health Limited

Plaintiff

Pfizer Australia Holdings Pty Ltd

Acquirer

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing on Application to Convene Meeting and Approve Scheme Booklet

Legal Issues

  1. 1 Whether requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied
  2. 2 Adequacy of disclosure in explanatory statement to shareholders
  3. 3 Impact of exclusivity and break fee provisions on shareholders' ability to consider competing bids

Ratio Decidendi

The requirements for convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) are satisfied as the scheme is bona fide, adequately disclosed, not inappropriate, and could be approved if supported by requisite shareholder majority; there is no apparent legal reason to refuse the orders sought, and issues as to performance risk, directors' interests, and competition for the scheme are satisfactorily addressed.

Court Disposition

Order made convening scheme meeting and approving scheme booklet for distribution to shareholders.

Orders

  • Scheme meeting to be convened for ResApp Health Limited shareholders to consider and, if thought fit, approve the scheme of arrangement proposed with Pfizer Australia Holdings Pty Ltd.
  • Scheme booklet (explanatory statement) as submitted is approved for distribution to shareholders.