Interoute Networks Ltd & Ors, Re [2019] EWHC 1030 (Ch) (01 April 2019)

Interoute Networks Ltd & Ors, Re [2019] EWHC 1030 (Ch) (01 April 2019)

The formal requirements for sanctioning the mergers under Regulation 16 are satisfied, no stakeholder is prejudiced, and the court's discretion is exercised in favour of sanctioning the mergers, subject to Brexit-related contingencies.

Citation
[2019] EWHC 1030 (Ch)
Parties
Applicant: Interoute Networks Ltd & Others
Jurisdiction
England and Wales
Judgment Date
01 April 2019
Procedural Posture
Application for Sanction of Cross Border Mergers / Final Hearing for Sanction Under Regulation 16
Outcome
applications for sanction of two cross-border mergers granted
Legal Topics
Companies (cross Border Mergers) Regulations 2007, Merger by Absorption, Pre Merger Certificates, Employee Participation, Brexit Implications
Company Law Cross Border Mergers Companies (cross Border Mergers) Regulations 2007 Merger by Absorption Pre Merger Certificates Employee Participation Brexit Implications

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Parties

Interoute Networks Ltd & Others

Applicant

Procedural Posture

Application for Sanction of Cross Border Mergers / Final Hearing for Sanction Under Regulation 16

Legal Issues

  1. 1 Whether the formal requirements for sanctioning cross-border mergers under Regulation 16 are satisfied
  2. 2 Whether the court has discretion to refuse sanction based on adverse effects to stakeholders
  3. 3 Implications of Brexit for cross-border merger effectiveness

Ratio Decidendi

The formal requirements for sanctioning the mergers under Regulation 16 are satisfied, no stakeholder is prejudiced, and the court's discretion is exercised in favour of sanctioning the mergers, subject to Brexit-related contingencies.

Court Disposition

applications for sanction of two cross-border mergers granted

Orders

  • Sanction of Merger 1 and Merger 2 under Regulation 16
  • Order to include staged process for merger completion on 22 April 2019