The Court ordered the convening of a scheme meeting for SDI Limited's proposed acquisition by a subsidiary of Beijing Guoci Kebo Technology Co Ltd, being satisfied that all preconditions under s 411 of the Corporations Act were met. The Court required the bidder's intermediate holding company (Midco) to execute an additional deed poll in favour of scheme shareholders to address performance risk arising from the bidder being a special purpose vehicle reliant on upstream funding, including a debt commitment letter from a Chinese bank. The Court accepted that a voting intention statement by a 45.29% shareholder was not class-creating, that exclusivity provisions (including a no-shop restriction without fiduciary carve-out) were conventional, and that transaction bonuses payable to executive directors on implementation did not prevent convening the meeting, while noting that the development of such bonus practices is 'not a positive development'.
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