The Court approved a scheme of arrangement under s 411(4)(b) of the Corporations Act for the acquisition of Cannatrek Ltd by Little Green Pharma Ltd, notwithstanding a post-meeting development involving an in-principle agreement with the TGA on a civil penalty of between $2 million and $8 million. Applying the test from Re James Hardie Industries and Re Skyland Petroleum, the Court was satisfied that reasonable shareholders would not have altered their position to such a degree as to be likely to alter the result of the scheme meeting, given that the TGA regulatory investigation and its potential impact on scheme consideration had been disclosed in the Scheme Booklet, and both the independent expert and directors maintained their support for the Scheme. The Court also accepted that dispatch of a supplementary scheme booklet eight days before the proxy deadline was sufficient where the disclosure was confined and did not change the directors' recommendation or the independent expert's opinion.
The full text is available to signed-in members.