Amcor Limited v ACI Operations Pty Ltd

In the Supreme Court of Victoria, Amcor Limited (the applicant) sought to restrain ACI Operations Pty Ltd (the respondent) from proceeding with a proposed takeover bid for the shares of ACI. Amcor alleged that ACI had breached its continuous disclosure obligations under the Corporations Act 2001 (Cth) by failing to disclose material information to the market.

The primary legal issue before the Court was whether ACI had contravened section 674(2) of the Corporations Act by failing to notify the Australian Securities Exchange (ASX) of information that a reasonable person would expect to have a material effect on the price or value of its securities. This involved determining what constituted "material information" in the context of a takeover bid and whether ACI possessed such information and failed to disclose it in a timely manner.

The Court considered the nature of continuous disclosure obligations and the specific circumstances surrounding the proposed takeover. It analysed the information available to ACI and assessed whether that information, if disclosed, would likely have influenced a reasonable investor's decision to buy, sell, or hold ACI shares. The Court applied the principles of statutory interpretation to section 674(2) and relevant case law concerning continuous disclosure.

The Court ultimately found that Amcor had not established that ACI had breached its continuous disclosure obligations. Consequently, the application to restrain the takeover bid was dismissed.