Event and Time
Event Description
- Date of Initial Filing: 5 November 2021
- Parties Involved: iCar Asia Ltd (“iCar”), Carsome Group Pte Ltd (“Carsome”), Catcha Group Pte Ltd (“Catcha”), ICQ Holdings BHD (“ICQ”)
- Context: iCar sought a court order under section 411 of the Corporations Act 2001 (Cth) to convene a meeting of its members regarding a proposed scheme of arrangement for an all cash acquisition by Carsome.
Application and Claims
- Plaintiff's Claim: iCar requested an order to convene a meeting of all shareholders excluding Excluded Shareholders (Carsome, Catcha, ICQ) to consider its scheme of arrangement.
- Proposed Transaction: The planned acquisition would see Carsome acquire all issued fully paid iCar shares at $0.53 per share.
Judicial Decisions
- Decision Made: The court granted the order to convene the scheme meeting and approved the scheme booklet for distribution to shareholders.
Dispute Points and Legal Basis
Dispute Points
- iCar's Position:
- Proposed an arrangement benefitting its shareholders by offering $0.53 per share. - Recommendations from an independent board committee supporting the scheme contingent upon no superior proposals. - Emphasis on the independent expert's conclusion that the scheme is in the best interests of participants.
- Excluded Shareholders (Carsome, Catcha, ICQ):
- Their standing as Excluded Shareholders was a point of clarification in the arrangement and could potentially affect voting dynamics.
- Legal Arguments:
- iCar argued that the requirements for convening the scheme meeting were satisfied. - The previous engagement with Autohome was also part of the financial consideration for establishing credibility in the proposed transaction.