Sirtex Medical Limited, in the matter of Sirtex Medical Limited [2018] FCA 1048

Sirtex Medical Limited, in the matter of Sirtex Medical Limited [2018] FCA 1048

The scheme meeting has no utility given the termination of the scheme implementation deed with Varian and approval of a superior proposal. It is appropriate to order that the scheme meeting not be held under s 1319 of the Corporations Act.

Parties
Plaintiff: Sirtex Medical Limited; Other: Varian Medical Systems Inc
Jurisdiction
Australia
Judgment Date
03 July 2018
Procedural Posture
Corporations Application / Application to Cancel Shareholders' Scheme Meeting
Outcome
Application granted; scheme meeting cancelled; proceeding dismissed
Legal Topics
Scheme of Arrangement, Power to Cancel Meeting, Termination of Scheme Implementation Deed
Corporations Law Scheme of Arrangement Power to Cancel Meeting Termination of Scheme Implementation Deed

Case Brief

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Parties

Sirtex Medical Limited

Plaintiff

Varian Medical Systems Inc

Other

Procedural Posture

Corporations Application / Application to Cancel Shareholders' Scheme Meeting

Legal Issues

  1. 1 Whether the scheme meeting convened under s 411(1) of the Corporations Act 2001 (Cth) should be cancelled under s 1319 due to lack of utility

Ratio Decidendi

The scheme meeting has no utility given the termination of the scheme implementation deed with Varian and approval of a superior proposal. It is appropriate to order that the scheme meeting not be held under s 1319 of the Corporations Act.

Court Disposition

Application granted; scheme meeting cancelled; proceeding dismissed

Orders

  • The scheme meeting ordered by the Court on 29 March 2018 not be held.
  • Previous related orders revoked.