Sienna Cancer Diagnostics Limited, in the matter of Sienna Cancer Diagnostics Limited [2020] FCA 899

Sienna Cancer Diagnostics Limited, in the matter of Sienna Cancer Diagnostics Limited [2020] FCA 899

The requirements of s 411(1) Corporations Act for convening a members' scheme meeting are satisfied where notice has been given to ASIC, ASIC has had opportunity to review and make submissions, the scheme is fit for consideration and statutory disclosure requirements are met. The scheme in this case is in a conventional form, the information for members is adequate, the break fee and option treatment are within accepted norms, and the meeting can appropriately be held virtually under court directions due to COVID-19. Accordingly, orders should be made for convening the shareholders' meeting.

Parties
Plaintiff: Sienna Cancer Diagnostics Limited; Interested Party: BARD1 Life Sciences Limited
Jurisdiction
Australia
Judgment Date
10 June 2020
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing for Convening of Meetings Under S 411(1) Corporations Act
Outcome
Application granted for convening the scheme meeting under s 411(1) of the Corporations Act 2001 (Cth).
Legal Topics
Members' Scheme of Arrangement, Disclosure Requirements, Convening of Shareholders' Meeting, Court's Discretion Under S 411(1), Break Fees in Mergers, Virtual Meetings Due to COVID 19
Corporations Law Members' Scheme of Arrangement Disclosure Requirements Convening of Shareholders' Meeting Court's Discretion Under S 411(1) Break Fees in Mergers Virtual Meetings Due to COVID 19

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Parties

Sienna Cancer Diagnostics Limited

Plaintiff

BARD1 Life Sciences Limited

Interested Party

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing for Convening of Meetings Under S 411(1) Corporations Act

Legal Issues

  1. 1 Whether the requirements of s 411(1) Corporations Act for convening scheme meeting are satisfied
  2. 2 Adequacy of disclosure to members under s 412 and relevant regulations
  3. 3 Whether scheme is fit for consideration by shareholders

Ratio Decidendi

The requirements of s 411(1) Corporations Act for convening a members' scheme meeting are satisfied where notice has been given to ASIC, ASIC has had opportunity to review and make submissions, the scheme is fit for consideration and statutory disclosure requirements are met. The scheme in this case is in a conventional form, the information for members is adequate, the break fee and option treatment are within accepted norms, and the meeting can appropriately be held virtually under court directions due to COVID-19. Accordingly, orders should be made for convening the shareholders' meeting.

Court Disposition

Application granted for convening the scheme meeting under s 411(1) of the Corporations Act 2001 (Cth).

Orders

  • Plaintiff (Sienna) to convene and hold a meeting of ordinary shareholders to consider and, if thought fit, approve the proposed scheme of arrangement.
  • Scheme Meeting to be held virtually at 11.00 am on 15 July 2020, with procedures for electronic/hardcopy dispatch of Scheme Booklet/proxy forms as detailed in orders.