In re Samvardhana v [2014] 2 JLR 11 (04 June 2014)
- Citation
- [2014] 2 JLR 11
- Status
- Judgment
- Jurisdiction
- Jersey
- Posture
- Company Law Takeover Offer / Judgment on Fairness of Takeover Offer
More details
- Posture
- Company Law Takeover Offer / Judgment on Fairness of Takeover Offer
On this page
Professional case brief
Research organized from the available case record
01
Holding and result
An offer of twice the net asset value of the company, pro rata to shareholdings, is 'fair and reasonable' under the law if accepted by a large number of shareholders and the company's independent directors; an offer is only unfair if it is obviously and patently unfair, not merely imperfect.
Court disposition
Offer held fair and reasonable
02
Material facts
Parties
Samvardhana
ApplicantAmounts and remedies
- Offer as Multiple of Net Asset Value: 2
03
Procedural history
Posture
Company Law Takeover Offer / Judgment on Fairness of Takeover Offer
04
Questions and positions
Legal issues
Whether the takeover offer is 'fair and reasonable' under Companies (Jersey) Law 1991, art. 121(5)(c)
Party arguments
- Applicant
- The offer, being twice the net asset value of the company pro rata to shareholdings, is fair and reasonable, especially as it is accepted by a large number of shareholders and the company's independent directors.
- Respondent
- An offer is only unfair if it is obviously and patently unfair, not merely imperfect.
05
Court’s reasoning
Legal principles
- 01
Companies (Jersey) Law 1991, art. 121(5)(c)
Fairness of a takeover offer depends on the circumstances of the individual case; an offer is fair and reasonable if accepted by a large number of shareholders and independent directors, and is only unfair if obviously and patently unfair, not merely imperfect.
06
Ratio, limits and disposition
Ratio decidendi
An offer of twice the net asset value of the company, pro rata to shareholdings, is 'fair and reasonable' under the law if accepted by a large number of shareholders and the company's independent directors; an offer is only unfair if it is obviously and patently unfair, not merely imperfect.
Court disposition
Offer held fair and reasonable
Source and reliance status
Official court record
This page organises the available record for research. Confirm quotations, current status, and subsequent treatment against the official source before relying on the case.
Judgment reading view
Judgment text
The complete available source text.
Court record
Judgment
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BAILII >> Databases >> Jersey Law Reports >> In re Samvardhana v [2014] 2 JLR 11 (04 June 2014) URL: https://www.bailii.org/je/cases/JLR/2014/JLR142011.html Cite as: [2014] 2 JLR 11 [ New search ] [ Help ] In re Samvardhana v 2014 (2) JLR 11 (04 June 2014) Companies-takeovers-takeover offers-fair and reasonable-fairness of offer depends on circumstances of individual case-offer of twice net asset value of company (pro rata to shareholdings) "fair and reasonable," as required by Companies (Jersey) Law 1991, art. 121(5)(c), if accepted by large number of shareholders and company's independent directors-offer unfair if obviously and patently unfair, not merely imperfect The document you wish to view is available to registered users or can be purchased as a PDF. To purchase this document in PDF format or alternatively to Register to purchase membership go to the Jersey Law website via this link: 2014 (2) JLR 11 BAILII: Copyright Policy | Disclaimers | Privacy Policy | Feedback | Donate to BAILII URL: https://www.bailii.org/je/cases/JLR/2014/JLR142011.html
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