Event and Time
Event Description
On April 11, 2024, CSR Limited (CSR) filed an application with the court under sections 411 and 1319 of the Corporations Act 2001 (Cth) seeking orders to convene a scheme meeting. The meeting aims to allow CSR shareholders to consider and potentially agree to a proposed scheme of arrangement for the acquisition of all issued CSR shares by Compagnie de Saint-Gobain (Saint-Gobain) through a cash scheme.
Application and Claims
CSR seeks the court's approval to convene a meeting of shareholders to vote on its proposed scheme. Under the scheme, shareholders will receive $9.00 in cash per share, possibly reduced by a fully franked dividend of up to $0.12 per share. CSR’s board unanimously supports the scheme and believes it is in the best interest of shareholders, pending no superior proposals.
Judicial Decisions
The court made an order on April 26, 2024, to convene the scheme meeting and associated orders, with the presiding judge noting satisfaction with the arguments and supporting evidence presented during the hearings.
Dispute Points and Legal Basis
Dispute Points
- CSR’s Position:
- CSR argues the scheme meets all statutory requirements under section 411 of the Corporations Act and provides fair consideration for shareholders. - Affidavit evidence supports the claim that the scheme is in the best interest of shareholders, contingent only on the absence of superior proposals.
- Stakeholder Concerns:
- ASIC raised concerns regarding the independence and valuation methods used for CSR's property assets, questioning the valuation's reliability due to the lack of disclosed property valuers. - Provisions relating to CSR's capacity to settle future potential liabilities from past asbestos-related claims were considered, although no conclusive evidence suggested significant risk to creditor interests.