Unilife Medical Solutions Limited, in the matter of Unilife Medical Solutions Limited (No 2) [2010] FCA 12

Unilife Medical Solutions Limited, in the matter of Unilife Medical Solutions Limited (No 2) [2010] FCA 12

The scheme of arrangement was approved as all statutory requirements were met, the procedural irregularity in dispatching meeting notices did not cause substantial injustice, the scheme was fair and reasonable, and no opposition was made. The evidence showed appropriate notification and substantial majority approval by shareholders and optionholders.

Jurisdiction
Australia
Judgment Date
22 January 2010
Procedural Posture
Application for Approval of Scheme of Arrangement / Approval Hearing Following Meetings of Shareholders and Optionholders
Outcome
Scheme of arrangement approved
Legal Topics
['schemes of Arrangement' 'procedural Irregularities' 'approval Requirements']
['corporations Law'] ['schemes of Arrangement' 'procedural Irregularities' 'approval Requirements']

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Procedural Posture

Application for Approval of Scheme of Arrangement / Approval Hearing Following Meetings of Shareholders and Optionholders

Legal Issues

  1. 1 ['Whether statutory requirements for approval of scheme of arrangement under Corporations Act 2001 (Cth) have been met' 'Whether procedural irregularity in notice has caused substantial injustice under s 1322 of Corporations Act 2001 (Cth)' 'Whether approval should be granted to the scheme given the intended reliance on s 3(a)(10) exemption of the United States Securities Act of 1933']

Ratio Decidendi

The scheme of arrangement was approved as all statutory requirements were met, the procedural irregularity in dispatching meeting notices did not cause substantial injustice, the scheme was fair and reasonable, and no opposition was made. The evidence showed appropriate notification and substantial majority approval by shareholders and optionholders.

Court Disposition

Scheme of arrangement approved

Orders

  • ['Scheme of arrangement between plaintiff and its members approved under s 411(4)(b) of Corporations Act 2001 (Cth)' 'Scheme of arrangement between plaintiff and holders of options for certain shares approved under s 411(4)(b)' 'Plaintiff exempted from compliance with s 411(11) in relation to the orders under s...