Sonic Healthcare Limited [2002] FCA 1235

Sonic Healthcare Limited [2002] FCA 1235

The Court was satisfied that the scheme of arrangement proposed by Sonic Healthcare Limited, including the convening of meetings of shareholders and optionholders, met the relevant statutory requirements and procedural principles, with adequate disclosure and regulatory consideration. Accordingly, orders for convening meetings were made.

Parties
Applicant: Sonic Healthcare Limited
Jurisdiction
Australia
Judgment Date
03 October 2002
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing; Orders for Convening Meetings of Shareholders and Optionholders
Outcome
Orders made for convening meetings of shareholders and optionholders to consider schemes of arrangement.
Legal Topics
Scheme of Arrangement, Spin Out, Demerger, Shareholder and Optionholder Meetings
Corporations Law Scheme of Arrangement Spin Out Demerger Shareholder and Optionholder Meetings

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Parties

Sonic Healthcare Limited

Applicant

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing; Orders for Convening Meetings of Shareholders and Optionholders

Legal Issues

  1. 1 Whether the proposed scheme of arrangement for the spin-out of SciGen Limited satisfies the statutory requirements
  2. 2 Whether meetings of shareholders and optionholders should be convened to consider the schemes

Ratio Decidendi

The Court was satisfied that the scheme of arrangement proposed by Sonic Healthcare Limited, including the convening of meetings of shareholders and optionholders, met the relevant statutory requirements and procedural principles, with adequate disclosure and regulatory consideration. Accordingly, orders for convening meetings were made.

Court Disposition

Orders made for convening meetings of shareholders and optionholders to consider schemes of arrangement.

Orders

  • There be convened by the plaintiff meetings of members and holders of options to acquire shares for the purpose of considering and agreeing to the schemes of arrangement.
  • Scheme meetings to be held on 13 November 2002 in Sydney at specified times.