Sirtex Medical Limited, in the matter of Sirtex Medical Limited [2018] FCA 584

Sirtex Medical Limited, in the matter of Sirtex Medical Limited [2018] FCA 584

The Court ordered the convening of the scheme meeting and approved distribution of the scheme booklet because Sirtex was a Part 5.1 body, the proposed transaction was prima facie an arrangement properly and bona fide proposed, the scheme booklet would provide proper disclosure, the procedural requirements were met, electronic notification was permissible, and no matter identified, including the single shareholder class, exclusivity arrangements and break fee, deed poll, performance risk or conditions precedent, provided a reason to refuse the orders at the first hearing.

Jurisdiction
Australia
Judgment Date
29 March 2018
Procedural Posture
Application for Orders Under S 411(1) of the Corporations Act 2001 (cth) in Relation to a Proposed Scheme of Arrangement / First Hearing; Orders Made to Convene Scheme Meeting and Approve Scheme Booklet
Outcome
Orders made as sought by Sirtex.
Legal Topics
['scheme of Arrangement' "convening of Members' Meeting" 'explanatory Statement' 'shareholder Classes' 'deal Protection Clauses' 'deed Poll' 'performance Risk' 'conditions Precedent']
['corporations Law'] ['scheme of Arrangement' "convening of Members' Meeting" 'explanatory Statement' 'shareholder Classes' 'deal Protection Clauses' 'deed Poll' 'performance Risk' 'conditions Precedent']

Case Brief

Summary, issues, holding and outcome

More case intelligence is available

Unlock the full research layer for this judgment.

Full judgment text Downloadable case file Legal principles 1 Authorities cited 2 Party arguments 2 Amounts and remedies 1
Sign in to unlock

Procedural Posture

Application for Orders Under S 411(1) of the Corporations Act 2001 (cth) in Relation to a Proposed Scheme of Arrangement / First Hearing; Orders Made to Convene Scheme Meeting and Approve Scheme Booklet

Legal Issues

  1. 1 ['Whether Sirtex was a Part 5.1 body and the proposed scheme was an arrangement for the purposes of s 411 of the Corporations Act 2001 (Cth).' 'Whether the scheme booklet would provide proper disclosure to members as required by s 412(1)(a) and the Corporations Regulations 2001 (Cth).' 'Whether procedural requirements under the Federal Court (Corporations) Rules 2000 (Cth) had been met.' 'Whether electronic notification to shareholders who elected to receive notices by email was appropriate.' 'Whether any matter, including voting classes, deal protection clauses, the deed poll, performance risk or conditions precedent, provided a reason not to order the scheme meeting.']

Ratio Decidendi

The Court ordered the convening of the scheme meeting and approved distribution of the scheme booklet because Sirtex was a Part 5.1 body, the proposed transaction was prima facie an arrangement properly and bona fide proposed, the scheme booklet would provide proper disclosure, the procedural requirements were met, electronic notification was permissible, and no matter identified, including the single shareholder class, exclusivity arrangements and break fee, deed poll, performance risk or conditions precedent, provided a reason to refuse the orders at the first hearing.

Court Disposition

Orders made as sought by Sirtex.

Orders

  • ['Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth), Sirtex was ordered to convene a meeting of holders of ordinary shares for the purpose of considering and, if thought fit, agreeing to the proposed scheme of arrangement.' 'The Scheme Meeting was ordered to be held at 10:00 am (AEST) on 7 May 2018 at...