Application for approval of concurrent and interconditional schemes by which plaintiff is to be acquired by a related company
Schemes concern the shares and listed options of the plaintiff
Quick Take
1The court is not bound to approve a scheme merely because convening orders were made or the statutory majorities were achieved; it retains a discretion, exercised judicially, while giving weight to securityholders' own assessment of their commercial interests.
2Where a target and acquirer share directors, an independent board committee and a maintained recommendation from the independent director give the court additional comfort that the schemes are fair and reasonable, even where the independent expert considers a share scheme 'not fair but reasonable'.
3Consistent with Australian authority, where parties intend to rely on the court's approval for the s 3(a)(10) exemption under the US Securities Act of 1933, the court does not decide whether the exemption is available as a matter of US law. It instead records the procedural and fairness matters on which the parties propose to rely.
