In re Samvardhana v [2014] 2 JLR 11 (04 June 2014)

In re Samvardhana v [2014] 2 JLR 11 (04 June 2014)

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.

Citation
[2014] 2 JLR 11
Parties
Applicant: Samvardhana
Jurisdiction
Jersey
Judgment Date
04 June 2014
Procedural Posture
Company Law Takeover Offer / Judgment on Fairness of Takeover Offer
Outcome
Offer held fair and reasonable
Legal Topics
Takeover Offers, Fairness of Offer, Shareholder Protection
Company Law Takeover Offers Fairness of Offer Shareholder Protection

Case Brief

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Parties

Samvardhana

Applicant

Procedural Posture

Company Law Takeover Offer / Judgment on Fairness of Takeover Offer

Legal Issues

  1. 1 Whether the takeover offer is 'fair and reasonable' under Companies (Jersey) Law 1991, art. 121(5)(c)

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