Sienna Cancer Diagnostics Limited, in the matter of Sienna Cancer Diagnostics Limited (No 2) [2020] FCA 1088

Sienna Cancer Diagnostics Limited, in the matter of Sienna Cancer Diagnostics Limited (No 2) [2020] FCA 1088

The Court found all statutory, procedural, and disclosure requirements for approval of the scheme under s 411 had been met, shareholder support was overwhelming, there was no opposition, ASIC provided a no objection statement, and the scheme was fair, reasonable, and made in good faith. Approval of the scheme and exemption from compliance with s 411(11) of the Corporations Act was therefore granted.

Parties
Plaintiff: Sienna Cancer Diagnostics Limited; Interested Party: BARD1 Life Sciences Limited
Jurisdiction
Australia
Judgment Date
20 July 2020
Procedural Posture
Scheme of Arrangement / Second Court Hearing (approval Under S 411(4) of the Corporations Act 2001 (cth))
Outcome
Scheme of arrangement approved. Exemption from compliance with s 411(11) granted.
Legal Topics
Members' Scheme of Arrangement, Court Approval of Scheme, S 411 Corporations Act, Statutory and Procedural Requirements
Corporations Members' Scheme of Arrangement Court Approval of Scheme S 411 Corporations Act Statutory and Procedural Requirements

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Parties

Sienna Cancer Diagnostics Limited

Plaintiff

BARD1 Life Sciences Limited

Interested Party

Procedural Posture

Scheme of Arrangement / Second Court Hearing (approval Under S 411(4) of the Corporations Act 2001 (cth))

Legal Issues

  1. 1 Whether the procedural and statutory requirements for approval of the scheme of arrangement under s 411 Corporations Act 2001 (Cth) have been satisfied
  2. 2 Whether the court should exercise discretion to approve the scheme

Ratio Decidendi

The Court found all statutory, procedural, and disclosure requirements for approval of the scheme under s 411 had been met, shareholder support was overwhelming, there was no opposition, ASIC provided a no objection statement, and the scheme was fair, reasonable, and made in good faith. Approval of the scheme and exemption from compliance with s 411(11) of the Corporations Act was therefore granted.

Court Disposition

Scheme of arrangement approved. Exemption from compliance with s 411(11) granted.

Orders

  • Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the Scheme is approved.
  • Pursuant to s 411(12) of the Corporations Act 2001 (Cth), the plaintiff is exempted from compliance with s 411(11) of the Act in respect of the Scheme.