Batoka Pty Ltd v ConocoPhillips WA*248 Pty Ltd

Batoka Pty Ltd, a company, sought to have the compulsory acquisition of its shares by ConocoPhillips WA*248 Pty Ltd, another company, set aside. The dispute came before the Federal Court of Australia. The crux of the matter was whether the compulsory acquisition was conducted in accordance with the provisions of the Corporations Act 2001 (Cth). Specifically, the court had to determine whether the acquirer was required to fix the final acquisition price before receiving the expert's report assessing the fair value of the shares. Additionally, the court had to assess whether the expert's report was properly and independently arrived at and whether it provided adequate reasons for the fair value of the shares.

The court examined the statutory framework under section 667A of the Corporations Act 2001 (Cth) and considered the obligations of the acquirer. The court had to interpret whether the acquirer was required to set the acquisition price before obtaining the expert's report, which would assess the fair value of the shares. Furthermore, the court scrutinised the independence and reasoning provided in the expert's report to ensure it met the statutory requirements. The court also needed to determine whether the primary judge was correct in approving the acquisition of the shares at the fair value determined by the expert's report.

The court found that the acquirer was not obligated to fix the final acquisition price before receiving the expert's report. It concluded that the expert's report was properly and independently arrived at, and it provided adequate reasons for the fair value of the shares. The court held that the primary judge's approval of the acquisition at the fair value was correct. Consequently, the court dismissed Batoka Pty Ltd's appeal, upholding the compulsory acquisition of its shares by ConocoPhillips WA*248 Pty Ltd. The court determined that the acquisition complied with the statutory requirements and was fair.