Savage Resources Ltd v Pasminco Investments Pty Ltd & Ors [1998] FCA 1534

Savage Resources Ltd v Pasminco Investments Pty Ltd & Ors [1998] FCA 1534

The application failed because the alleged deficiencies in the Part A statement were not established: the statement sufficiently disclosed funding sources and intentions as at its date, the omitted CSFB and perceived-benefit information was not shown to be material information required by s 750, and no more specific undisclosed intentions were proved. The Sale Agreement provisions did not confer prohibited benefits under s 698 or s 697, but preserved or restored opportunities otherwise available to shareholders, and clause 14 was therefore not inaccurate.

Jurisdiction
Australia
Judgment Date
02 December 1998
Procedural Posture
Corporations Law Proceeding Concerning a Takeover Bid and Part a Statement / Final Judgment on Application
Outcome
Application dismissed with costs.
Legal Topics
['part a Statement Disclosure' 'sources of Cash Consideration' 'offeror Intentions' 'material Information' 'pre Bid Sale Agreements' 'benefits Under Takeover Offers' 'escalation Agreements']
['corporations Law' 'takeovers'] ['part a Statement Disclosure' 'sources of Cash Consideration' 'offeror Intentions' 'material Information' 'pre Bid Sale Agreements' 'benefits Under Takeover Offers' 'escalation Agreements']

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Procedural Posture

Corporations Law Proceeding Concerning a Takeover Bid and Part a Statement / Final Judgment on Application

Legal Issues

  1. 1 ["Whether Pasminco's Part A statement failed to comply with s 750 of the Corporations Law by inadequate disclosure of sources of cash consideration." 'Whether the Part A statement was deficient or materially misleading by failing to disclose terms of the CSFB facility and possible use of existing lenders.' "Whether the Part A statement adequately disclosed Pasminco's intentions concerning Savage's business, assets and employees if Savage became a controlled entity but not wholly owned." 'Whether cl 17 of Part A of s 750 required disclosure of benefits Pasminco expected to obtain from acquiring Savage.' 'Whether the Sale Agreements gave or agreed to give benefits contrary to s 698(2) of the Corporations Law.' 'Whether cl 4(c) of the Sale Agreement gave rise to a contravention of s 697(1) of the Corporations Law.' 'Whether clause 14 of the Part A statement was inaccurate in asserting the absence of any escalation agreement.']

Ratio Decidendi

The application failed because the alleged deficiencies in the Part A statement were not established: the statement sufficiently disclosed funding sources and intentions as at its date, the omitted CSFB and perceived-benefit information was not shown to be material information required by s 750, and no more specific undisclosed intentions were proved. The Sale Agreement provisions did not confer prohibited benefits under s 698 or s 697, but preserved or restored opportunities otherwise available to shareholders, and clause 14 was therefore not inaccurate.

Court Disposition

Application dismissed with costs.

Orders

  • ['The application is dismissed with costs.']