Event and Time
Event Description
The case involves an application by Afterpay Limited for orders related to a proposed scheme of arrangement for acquiring its shares by Lanai (AU) 2 Pty Ltd (a subsidiary of Square Inc). The scheme needed regulatory approvals and involved the conversion of certain conditions from precedent to subsequent.
Application and Claims
- Plaintiff: Afterpay Limited
- Application: Under Section 411 of the Corporations Act 2001 (Cth), for approval of a scheme of arrangement between Afterpay shareholders and Square Acquirer.
- Claims:
- Each Afterpay share to be exchanged for a fraction of a Square share. - Amendment of conditions regarding regulatory approvals from precedent to subsequent. - Distribution of supplementary documents to shareholders and adjournment of second Court hearing.
Judicial Decisions
- The Court convened a scheme meeting and approved the scheme booklet for distribution.
- Orders were made for the adjourned scheme meeting and distribution of updated materials to shareholders.
Dispute Points and Legal Basis
Dispute Points
- Afterpay's Position:
- Proposed converting the regulatory approval condition (Bank of Spain) into a condition subsequent. - Emphasized the fairness of the scheme despite declining share prices and provided evidence of sufficient funds for redemption of SGX notes.
- Shareholders' Concerns:
- Shareholder sentiment surrounding the decline in Square's share price may impact the swayed investor perception of the proposed scheme. - Other claims include concerns regarding the independent expert's valuation methods and ASIC's comments on the appropriateness of their revised assessment.