The case confirms the application of the six standard requirements for convening scheme meetings under s 411(1) of the Corporations Act 2001 (Cth) in the context of a dual share scheme and option scheme merger acquisition. The exclusivity provisions (no shop, no talk, notification and matching rights) with a directors' duty carve-out and a break fee of approximately 1% of equity value were held not to be coercive. Deemed warranty provisions are acceptable provided they are adequately disclosed in the scheme booklet.
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