In the matter of Delphi Technologies Plc [2020] JRC 209 (13 October 2020)

In the matter of Delphi Technologies Plc [2020] JRC 209 (13 October 2020)

The Scheme was sanctioned because statutory requirements were met, the class of shareholders was fairly represented, the majority acted bona fide, and the arrangement was reasonable for shareholders.

Citation
[2020] JRC 209
Parties
Representor: Delphi Technologies Plc; Acquirer: BorgWarner Inc.
Jurisdiction
Jersey
Judgment Date
13 October 2020
Procedural Posture
Scheme of Arrangement / Sanctioning of Scheme
Outcome
Scheme sanctioned
Legal Topics
Scheme of Arrangement, Shareholder Approval, Acquisition
Company Law Scheme of Arrangement Shareholder Approval Acquisition

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Parties

Delphi Technologies Plc

Representor

BorgWarner Inc.

Acquirer

Procedural Posture

Scheme of Arrangement / Sanctioning of Scheme

Legal Issues

  1. 1 Whether statutory requirements for sanctioning a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 were met
  2. 2 Whether the class of shareholders was fairly represented and not coerced
  3. 3 Whether the arrangement was reasonable for shareholders

Ratio Decidendi

The Scheme was sanctioned because statutory requirements were met, the class of shareholders was fairly represented, the majority acted bona fide, and the arrangement was reasonable for shareholders.

Court Disposition

Scheme sanctioned

Orders

  • Scheme of Arrangement sanctioned
  • Ancillary orders made for implementation