› where scheme implementation deed required parties to comply with applicable laws including ASX Listing Rules and Corporations Act
› where bidder contends scheme company’s delay in disclosing letter from industry regulator in breach of ASX Listing Rules
› held that no breach of continuous disclosure obligation established
Contract
› material adverse change provision
› where bidder claims material adverse change occurred in relation to scheme implementation deed by reason of decline in scheme company’s sales performance and/or following receipt of letter from industry regulator
› held that scheme company’s sales performance declined in relevant period
› sales decline and other matters did not meet specified quantitative threshold for material adverse change
Contract
› representation and warranty
› construction
› whether representation and warranty clause extended to content of each document disclosed in due diligence materials
› held that clause extended only to collation and preparation of totality of documents produced and not the content of each individual document
› held that no breach of representation and warranty clause established
Corporations
› scheme of arrangement
› where Court made orders convening meeting of members of scheme company to consider scheme proposal
› where bidder seeks declaration that scheme implementation deed validly terminated and associated orders for payment of break fee
› where scheme company seeks orders that scheme implementation deed not validly terminated
Case Details
Citation[2025] NSWSC 1204
CourtNSWSC
JurisdictionNew South Wales
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