Expro International Group Plc, Re Companies Act 1985 & 2006

Expro International Group Plc, Re Companies Act 1985 & 2006

The court refused the adjournment because shareholders had approved the scheme with knowledge of the competitive situation and the cut-off date for further offers, the uncertainty was clearly addressed in the circulars, and the board's decision to reject Halliburton's late proposal was commercially justified....

Source-derived case information.

Parties
Applicant: Expro International Group plc; Interested Party: Halliburton Company; Interested Party: Candover; Interested Party: Takeover Panel; Shareholder/objector: Mason Capital
Jurisdiction
England and Wales
Judgment Date
26 June 2008
Procedural Posture
Scheme of Arrangement (companies Act) / Application for Adjournment of Sanction Hearing
Outcome
application for adjournment refused
Legal Topics
Schemes of Arrangement, Adjournment of Court Hearings, Takeover Code, Shareholder Rights
Company Law Takeover Regulation Schemes of Arrangement Adjournment of Court Hearings Takeover Code Shareholder Rights

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Parties

Expro International Group plc

Applicant

Halliburton Company

Interested Party

Candover

Interested Party

Takeover Panel

Interested Party

Mason Capital

Shareholder/objector

Procedural Posture

Scheme of Arrangement (companies Act) / Application for Adjournment of Sanction Hearing

Legal Issues

  1. 1 Whether the court should adjourn the sanction hearing for a scheme of arrangement to allow a potential competing offeror (Halliburton) further time to make a bid.
  2. 2 Whether the board of Expro acted properly in rejecting Halliburton's late proposal and in not seeking adjournment.

Ratio Decidendi

The court refused the adjournment because shareholders had approved the scheme with knowledge of the competitive situation and the cut-off date for further offers, the uncertainty was clearly addressed in the circulars, and the board's decision to reject Halliburton's late proposal was commercially justified. Further adjournment would perpetuate uncertainty to the potential disadvantage of shareholders.

Court Disposition

application for adjournment refused

Orders

  • No adjournment of the sanction hearing; proceedings to continue as scheduled.