Re Depfa Bank plc [2007] IEHC 463 (2 October 2007)

Re Depfa Bank plc [2007] IEHC 463 (2 October 2007)

The scheme of arrangement meets all five conditions for approval: proper notification, compliance with statutory and regulatory requirements, correct class constitution, absence of coercion, and fairness to members. No valid objection or legal impediment exists to sanctioning the scheme.

Source-derived case information.

Citation
[2007] IEHC 463
Parties
Applicant: Depfa Bank plc; Acquirer: Hypo Real Estate Holdings AG; Trustee: Morgan Stanley Bank AG
Jurisdiction
Ireland
Judgment Date
02 October 2007
Procedural Posture
Scheme of Arrangement Under Companies Acts / Sanction/approval of Scheme
Outcome
Scheme of arrangement approved and orders made as per draft submitted.
Legal Topics
Scheme of Arrangement, Solvent Company, Share Acquisition, Class Constitution, Court Sanction
Company Law Mergers and Acquisitions Scheme of Arrangement Solvent Company Share Acquisition Class Constitution Court Sanction

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Parties

Depfa Bank plc

Applicant

Hypo Real Estate Holdings AG

Acquirer

Morgan Stanley Bank AG

Trustee

Procedural Posture

Scheme of Arrangement Under Companies Acts / Sanction/approval of Scheme

Legal Issues

  1. 1 Whether the scheme of arrangement for the acquisition of Depfa Bank plc by Hypo Real Estate Holdings AG satisfies the legal requirements for approval under the Companies Acts
  2. 2 Whether all statutory and regulatory requirements have been met
  3. 3 Whether the class of members was properly constituted

Ratio Decidendi

The scheme of arrangement meets all five conditions for approval: proper notification, compliance with statutory and regulatory requirements, correct class constitution, absence of coercion, and fairness to members. No valid objection or legal impediment exists to sanctioning the scheme.

Court Disposition

Scheme of arrangement approved and orders made as per draft submitted.

Orders

  • Approval of the scheme of arrangement for acquisition of Depfa Bank plc by Hypo Real Estate Holdings AG
  • Orders in accordance with the form of minute and draft order submitted to the court