Wridgways Australia Limited, in the matter of Wridgways Australia Limited [2010] FCA 1187

Wridgways Australia Limited, in the matter of Wridgways Australia Limited [2010] FCA 1187

The court was satisfied that the deal protection clauses, particularly the right of last offer, are not anti-competitive in effect and do not offend relevant Panel guidance or case law. The evidence and procedure support allowing the scheme to proceed to a shareholder meeting for consideration.

Parties
Plaintiff: Wridgways Australia Limited
Jurisdiction
Australia
Judgment Date
19 October 2010
Procedural Posture
Scheme of Arrangement / First Court Hearing
Outcome
Orders made permitting the convening of a shareholder meeting to consider the scheme of arrangement, with consequential orders for notice and procedure.
Legal Topics
Scheme of Arrangement, Deal Protection Clauses, Share Valuation, Shareholder Meetings
Corporations Law Scheme of Arrangement Deal Protection Clauses Share Valuation Shareholder Meetings

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Parties

Wridgways Australia Limited

Plaintiff

Procedural Posture

Scheme of Arrangement / First Court Hearing

Legal Issues

  1. 1 Whether the deal protection clauses, particularly the bidder's last right of offer clause, are anti-competitive to the bidding process
  2. 2 Whether the proposed scheme of arrangement should proceed to a shareholders meeting for approval
  3. 3 Methods of valuation of shares under the scheme

Ratio Decidendi

The court was satisfied that the deal protection clauses, particularly the right of last offer, are not anti-competitive in effect and do not offend relevant Panel guidance or case law. The evidence and procedure support allowing the scheme to proceed to a shareholder meeting for consideration.

Court Disposition

Orders made permitting the convening of a shareholder meeting to consider the scheme of arrangement, with consequential orders for notice and procedure.

Orders

  • Wridgways Australia Limited to convene a meeting of shareholders to consider the proposed scheme of arrangement.
  • Scheme Meeting to be held at PricewaterhouseCoopers, Level 10, Darling Park Tower 2, 201 Sussex Street, Sydney on 25 November 2010 at 11:30 am.