Unilife Medical Solutions Limited [2010] FCA 3

Unilife Medical Solutions Limited [2010] FCA 3

The Court was satisfied that the proposed schemes were bona fide and properly proposed, the scheme booklet and factual material had been verified, the independent expert considered the schemes fair and reasonable and in the best interests of shareholders and option holders as a whole, the investigating accountant gave supporting assurance, performance risk was not an issue, ASIC did not oppose or comment adversely, and the supplementary material was verified with updated expert reports not altering their conclusions. It was therefore appropriate to make the orders sought on 4 December 2009 and 18 December 2009.

Jurisdiction
Australia
Judgment Date
07 January 2010
Procedural Posture
Corporations Act 2001 (cth) S 411 Schemes of Arrangement Application / Application for Orders Convening Meetings of Members and Option Holders and Approving Explanatory Materials
Outcome
Orders made to convene scheme meetings, approve the explanatory statement and Supplementary Information Memorandum, give meeting directions, and stand the proceeding over for any application to approve the schemes.
Legal Topics
['schemes of Arrangement' 'convening Meetings of Members and Option Holders' 'explanatory Statement Approval' 'corporate Re Domiciliation']
['corporations Law'] ['schemes of Arrangement' 'convening Meetings of Members and Option Holders' 'explanatory Statement Approval' 'corporate Re Domiciliation']

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Procedural Posture

Corporations Act 2001 (cth) S 411 Schemes of Arrangement Application / Application for Orders Convening Meetings of Members and Option Holders and Approving Explanatory Materials

Legal Issues

  1. 1 ['Whether orders should be made under s 411(1) of the Corporations Act 2001 (Cth) convening meetings of Unilife members and option holders to consider concurrent schemes of arrangement.' 'Whether the explanatory statement and Supplementary Information Memorandum should be approved for distribution to members and option holders.' 'Whether directions should be given as to the manner, time, place and chairing of the scheme meetings.']

Ratio Decidendi

The Court was satisfied that the proposed schemes were bona fide and properly proposed, the scheme booklet and factual material had been verified, the independent expert considered the schemes fair and reasonable and in the best interests of shareholders and option holders as a whole, the investigating accountant gave supporting assurance, performance risk was not an issue, ASIC did not oppose or comment adversely, and the supplementary material was verified with updated expert reports not altering their conclusions. It was therefore appropriate to make the orders sought on 4 December 2009 and 18 December 2009.

Court Disposition

Orders made to convene scheme meetings, approve the explanatory statement and Supplementary Information Memorandum, give meeting directions, and stand the proceeding over for any application to approve the schemes.

Orders

  • ["Pursuant to s 411(1) of the Corporations Act 2001 (Cth), the Plaintiff convene a meeting of members to consider and, if thought fit, agree to the members' scheme of arrangement." "Pursuant to s 411(1) of the Corporations Act 2001 (Cth), the Plaintiff convene a meeting of option holders to consider and, if thought...