Re Dyno Nobel Limited

[2008] VSC 154

Supreme Court of Victoria

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For Australian Law.

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Interrogate

Catchwords

1. Corporations
2. › Schemes of arrangement
3. › Approval of scheme meetings
4. › Court's function at first hearing
5. › Whether scheme likely to be approved at second hearing
6. › Corporations Act 2001 (Cth), s 411(1)
1. Corporations
2. › Schemes of arrangement
3. › Scheme booklet
4. › Adequacy of disclosure
5. › Independent expert's report
6. › Fairness opinion where consideration value range overlaps but does not exceed target share value range
7. › ASIC Regulatory Guide 111
1. Corporations
2. › Schemes of arrangement
3. › Scheme to effect takeover
4. › Break fees
5. › No shop no talk provisions
6. › Performance risk
7. › Deemed warranty clauses

Quick Take

An independent expert may opine that a scheme of arrangement is 'fair' within the meaning of ASIC Regulatory Guide 111 where the range of values for the consideration falls within (but does not fully exceed) the range of values for the target shares, provided full disclosure of this approach is made to shareholders. The court suggested ASIC should clarify its Regulatory Guides on this point.